If you have a suggestion for a FAQ, please contact Cathy Papandrew at cpapandrew@adelphi.edu

Q: If a Board Member can not be physically present at a Board of Directors meeting, is it permissible for that member to participate in the meeting by telephone? 
A: New York State law states that unless restricted by the organization’s by-laws, any member of the board may participate in a meeting by "conference telephone or similar communications" as long as that person can hear everyone at the meeting and everyone at the meeting can hear him/her. That person should also have all of the materials that the board has access to at that meeting.  It probably would be wise to amend the organization’s by-laws to state this option precisely.

Q: If an issue arises at a Board of Directors meeting which needs to be resolved by a vote, and the Board is made aware of all aspects of the issue, can a Board member who cannot attend the meeting e-mail his/her vote to the Executive Director? 
A: If the Board Member is participating in the meeting via “conference telephone or similar communications”  then he/she can vote at the meeting.

If this is to be action taken without a meeting, then the law states:  "...Unless otherwise restricted...by the by-laws, any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing action..." These should then be filed with the minutes of the proceedings of the board or committee.