In the past week or so I’ve received similar questions from different book owners. They were interested in knowing whether it’s proper for a board member to take part in a condo board meeting by videoconference technology (such as Skype).
If you have board members who are snow birds, or if you have board members who are on vacation (and are dedicated), electronic participation at board and committee meetings can be a useful tool to hold meetings if those physically present wouldn’t form a quorum. Apart from quorum, it also lets these absentees express their views on topics that are important to them. It’s a great enhancement to democracy.
What does the law say about board meetings?
The portion of the state civil code that deals with the condo law is silent on how board and committee meetings are to be carried out. There’s nothing I can find in the rest of the civil code to prevent electronic participation, so unless someone can come up some other law that forbids this, I see no reason why you can’t (even more reasons why I think you can a bit later).
Because of this silence of the laws, it’s probably wise to put any important procedures such as this into your by-laws. You’ll want to cover such things as quorum, rules of order, and electronic participation.
What about Robert’s Rules?
Since the civil code appears to be silent, what about the main North American authority on meetings: Robert’s Rules of Order.
The latest edition of Robert’s Rules accepts the 21st century, and allows modern technology in meetings. Their main requirement is that whatever technology is used, must let everyone taking part hear each other at the same time and, in the case of a videoconference, see each other as well. They say that simultaneous communication amongst all participants is “central to the deliberative character of a meeting.” It recognizes both videoconferencing and teleconferencing technologies, but recommends their use be included in the organization’s by-laws.
However, they warn that although e-mail or fax are fine for issuing calls for meetings, or for voting by ballot, these technologies, unlike conferencing, aren’t suitable for carrying out the business of a meeting because of the lack of real-time interaction amongst all participants.
As far as electronic participation is concerned, your by-laws should say, at a minimum:
- members can attend in person, by teleconference, by video conference, or any other method that allows simultaneous communication amongst all participants;
- electronic participation counts towards quorum; and
- electronic participants can vote.
What’s the general acceptance in Mexico of this technology?
In 2005, UNCITRAL (United Nations Commission on International Trade Law) has been encouraging countries to incorporate electronic signatures and electronic mediums into their laws. Since 2006 or so, Mexico has been embracing a world trend in letting conference technology be used in meetings. It’s important to note that any international agreements signed by Mexico have the same weight as Federal Law.
Apart from major corporations who routinely use this technology for meetings, I’ve looked at the laws governing two federal departments (chosen at random). Both the Consejo Nacional de Ciencia y Tecnologia (National Council of Science and Technology) and the Consejo Nacional de Evaluacion de la Politica de Desarrollo Social (National Council for Evaluation of Social Development Policy) allow videoconferencing technology. Here’s an excerpt from the statutes regulating the last of these two councils (Article 22.- Attendance):
In special cases, members of the Executive Board will be able to attend the ordinary and extraordinary sessions of the Executive Board in a virtual way, through videoconference or other similar medium that lets them analyse, suggest, and discuss in real time the business of the session and the choices for the solution of problems.
Further, there are significant changes being made to the legal system by Federal legislation to let videoconferencing technology be used in courts. This is particularly true of those courts that deal with business and commercial disputes. For example, the Tribunal Federal de Justicia Fiscal y Administrativa (Federal Court of Fiscal and Administrative Justice) has allowed videoconference testimony since at least 2009.
The 2012 version of the Código De Comercio (the federal Code of Commercial Law) lets videoconference testimony be used in judicial hearings for matters falling under this code’s jurisdiction.
If it’s acceptable to the federal government, I don’t see why your condo can’t do it.
What about condo assemblies?
Since use of this technology appears to be possible for board and committee meetings, what about a condo assembly?
Again, the condo law is silent. In Jalisco. Interestingly, the condo law in the state of Quintana Roo specifically lets participation in a condo assembly take place by videoconference. Their condo law says that for voting in an assembly, electronic voting and communications can be used for owners who aren’t present.
For a large condo with a high number of absentees, the technical issues could be overwhelming, but there doesn’t appear to be a legal impediment. In such a case, this might be impractical at the present time, but a few years in the future…
Personally, I’d rather attend a meeting or an assembly by conferencing than by proxy. Why would you allow one and not the other? What’s the difference in concept, apart from the technology and the superior ability to take part in the discussions with conferencing?
This last section about assemblies is bound to be a bit controversial, so let’s hear your thoughts…
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