voting error?

[carafeyas]

In consideration of a small board. If there were present at an open meeting 3 out of 5 BOD, after which an executive session was held where 2 of the 5 BOD were included via telephone, and they discussed thoroughly a topic on which there was to be a vote later in an open meeting..In the open meeting a vote was taken on a motion; 2 of the 3 voted yea, 1 abstain. In announcing that the motion did pass, the chair also announced the votes of the absent members of the BOD as an FYI. Does the vote still pass in that 2/3 of those present voted yea? Or does the vote need to be taken again since the chair announced the pre-determined vote of those not present?---the "understanding" of the motion was quite clear.

[Edgar Guest]

Does the vote still pass in that 2/3 of those present voted yea?

Yes, assuming a quorum was present and the motion didn't require an unusually high voting threshold.

 

All the other stuff (e.g. "the pre-determined vote of those not present") is immaterial at best, and nonsense at worst.

[jstackpo]

And unless...

 

a) Your bylaws (or state law) allow for telephone meetings

 

and

 

b ) The phone discussion was really a true "meeting" - understood to be such by all those attending,

 

the phone votes are completely immaterial to the final decision (and probably need not have been mentioned at all).

[Edgar Guest]

And unless...

Well, we don't know how the absent members "voted".

[Richard Brown]

Does the vote still pass in that 2/3 of those present voted yea?

Yes.  The vote was 2 to 0, so the motion carried unless your bylaws require that the vote threshold be two-thirds of all board members rather than two-thirds of those present and voting.  You even had two-thirds of those present voting yes.   If the bylaws simply require a two-thirds vote, without further qualification, then the motion clearly carried by a two-thirds vote.

 

I agree with Edgar Guest and John Stackpole that all of the other stuff is pretty much irrelevant unless your byllaws authorize participating by telephone and/or absentee voting by phone.  Even then, it seems the two absent members were not participating when the board ultimately voted on the motion.

[carafeyas]

There was a quorum of Directors present at the open meeting. A yea decision was made by a majority of the quorum of directors for that meeting.

The directors that stated their vote on the item in question by phone at the preceeding executive meeting, met all the rules in the bylaws for "meeting by telecommunications".

The absent directors both voted yea, so if present at the open meeting, the vote would have been 4 yea, 1 abstain.

 

I should mention that at the open meeting, when the motion was made, the "abstain" director refused to second the motion,and so there was some confusion as to if the chair could indeed in this case second, but the chair stepped in to second, and then gave her vote as yea.

 

So then, does this vote stand?

 

Where in the book can I find reference to such a unique situation?

[Hieu H. Huynh]

In a small board, motions need not be seconded and the chair may vote (see RONR 11th ed., pp. 487-488).

[Richard Brown]

In addition to Hieu's comment above, it seems to me that the real "vote" took place in the "open" board meeting, not in the executive session.  Regardless of what was done or discussed in executive session, it appears to me that the "real" vote took place in an open session after they ended the executive session and the two members who had participated by phone earlier were no longer participating.  The way I see it, the motion carried by a vote of 2 to 0, being more than two-thirds of those present and voting.

 

Are we misunderstanding something that happened?  And, if we are, does it make any difference?  The so-called "votes" of the absent members by phone in the executive session don't mean anything from a parliamentary standpoint.  The vote took place later.

[carafeyas]

It is my clear understanding that the motion needn't be seconded, and the chair may vote (she is a member).

You are not misunderstanding the circumstances.

There was/is quite a bit of scuttlebutt from the side that lost the vote. They claimed it was an illegal vote, and that it should not be recognized, due to the chair making the second, and then announcing the absent votes---and so are threatening to take the matter to a higher court.

Everyone else thinks that is unnecessary and frivolous.....and down right un-neighborly.

Thank you for your opinions and assistance. And thank you Hieu for the reference.

[jstackpo]

Buncha sore losers.

[Dan Honemann]

It is my clear understanding that the motion needn't be seconded, and the chair may vote (she is a member).

You are not misunderstanding the circumstances.

There was/is quite a bit of scuttlebutt from the side that lost the vote. They claimed it was an illegal vote, and that it should not be recognized, due to the chair making the second, and then announcing the absent votes---and so are threatening to take the matter to a higher court.

Everyone else thinks that is unnecessary and frivolous.....and down right un-neighborly.

Thank you for your opinions and assistance. And thank you Hieu for the reference.

 

I don't understand this at all. Based upon what you have said, 4 of the 5 directors were in favor of the motion that was adopted, and the remaining director abstained. As best I can tell, there was no "side" that lost, unless you are referring to people who are not members of the board, and if so, why in the world would you pay any attention to them?

 

I suppose I should add that there may be some sort of a problem if the vote required for adoption was two-thirds of the board's entire membership (4 affirmative votes), but there has not as yet been any indication that this is, in fact, the case.