Reply from Charlotte Lagrone  / Weatherford Education Foundation -

Here’s the wording we approved for the Weatherford ISD Education Foundation:

 

Proposed Bylaw Addition 
We are proposing additional wording for our Bylaws to guide us should we face the need to make decisions during a time when we cannot meet together. While we don’t have an immediate need to conduct business in this manner, we believe it’s prudent to add the following wording to our Bylaws. 

 

Article II 

2.17 – Emergency Voting

In an emergency situation or when the Board of Directors cannot meet, the Weatherford ISD Education Foundation Board of Directors may vote by phone, email, or other electronic means if authorized by the president. Directors shall have at least twenty-four (24) hours to cast their votes. A two-thirds (2/3) vote of the Board of Directors is required for adoption, and the vote shall be recorded in the minutes of the next regular meeting.

 

From Suzi Pagel -

We have one section of our bylaws that deals with virtual meetings and another that deals with action in lieu of a meeting: 

Section 4. Quorum. A majority of the currently serving Directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  Directors present by telephone or other electronic means of which all persons participating in the meeting can communicate concurrently with each other may count toward the quorum.  Each Director shall have one vote.  The act of the majority of Directors present in person, by telephone, or by electronic transmission at which a quorum is present shall be deemed to be the act of the Board of Directors

 

Section 2.15. Action of Board by Consent. Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the Directors of the Corporation or any action that may be taken at a meeting of the Directors or of any committee may be taken without a meeting if a consent in writing, including electronic consent, setting forth the action to be taken, is signed, including electronically, by a sufficient number of Directors or committee members, respectively, as would be necessary to take that action at a meeting at which all of the Directors or members of the committee were present and voted. Each written or electronic consent shall conform to the requirements of the Texas Non-Profit Corporation Act as it is amended from time to time.

 

Hope that helps.

Suzi Pagel

Midway ISD Education Foundation