Following RRO Voting/Poll

[Guest Unknown]

VP position. Two candidates stepped forward and were received by the board as a whole. Normally the board consists of 7 members. In this case now 6. Our Bylaws:  Vacancies. Any vacancies occurring on the Board of Directors or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors; except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board of Directors.

With this said it was a split vote. 3 for one candidate and 3 for the other candidate. We need a VP and could not agree on whom to bring in. As a whole we decided to take it to the members as a poll vote to see who the members wanted to have voted in. The two candidates bio's were posted via social media as well as emailed three days later once approved by the board. The poll was set up via an outside service online poll to tabulate the results. Poll sent on the Wednesday and closed on the Sunday evening of the same week.  Now here is the question. We are being told we are not following bylaws or RRO which is listed in our bylaws to resort to if needed. Nothing in either situation is covered in either of these cases. Looking to see if I am missing anything?

[Guest Unknown]

Does anyone have anything to go by? Is anyone there.

[Gary c Tesser]

Calm down. It takes us a minute.

[Gary c Tesser]

I'm not sure exactly what is going on, or exactly what is being asked.  I will say I'm fairly confident that Robert's Rules has nothing in it to prohibit taking an informative poll (not a "straw poll"). ANd shooting in the dark, I'll bet there's nothing in your bylaws to prohibit it, either.

[Guest Unknown]

Thank you. I wasn't sure. I have never used this before and wanted to be sure it is working.

[Gary c Tesser]

Looks good to me. Is that all you need right now?

[Dan Honemann]

I don't know what the question is either.

There is nothing in RONR which prohibits the Board from making this attempt to determine the views of the membership in order to assist it in arriving at its choice for vice-president, but having obtained this information, I think it is obliged to vote again in order to fill the vacancy.

[Guest Unknown]

This is the only other section in our bylaws for Voting: I construed this to apply to the AGM that we have yearly. Not the particular case as stated above.

Section 2. Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers and Directors, and amendments to the Constitution and By-laws and changes to the standard of the xxxxxxxx (club name) which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail. 

I did find in RRO a rule that does say that mail votes can be switched to email votes. I will also add the exact same procedure as listed above was used for breaking a tie vote in the past of the members. It was passed during that election to the board. During our annual elections period. 

What I am trying to figure out is if any Bylaws or RRO have been broken in having a poll vote of the two candidates after a unanimous vote of the board to move forward with the poling of the members in this manner. 

 

[Guest Unknown]

The reason I am asking is three of the board members wanted the poll removed. After it had been sent out. However without a majority vote of the board the poll was not removed and closed at the time allotted for casting votes. The majority was not passed for removal of the poll. Since the poll has closed we have since received a Petition to remove the poll. signed by just under 10% of our members. I know they need 20% according to our bylaws. 

[Joshua Katz]

It sounds like what happened is that the board wanted to poll the membership before deciding on which candidate will fill the vacancy.  That's fine, but it remains the board's decision - i.e. the board still needs to hold a vote after getting the results.  It also sounds like 3 of the board members later decided they didn't like the way the poll was going, and wanted to end it.  However, as noted, they are not a majority of the entire membership.  They could move to rescind at a meeting, and might have enough votes, depending on who is at the meeting.  But now it seems the poll has closed, and the board has (maybe) decided who will fill the vacancy.  I don't know your petition process, but regardless, it seems rather pointless to try to end a poll which has already ended, and which has already been used for its intended purpose, unless I'm missing something.

[Dan Honemann]

Nothing that has been posted so far leads me to believe that the Board can circumvent the provision in the bylaws which mandates that this vacancy "shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors".

[Gary c Tesser]

2 hours ago, Guest Unknown said:

I did find in RRO a rule that does say that mail votes can be switched to email votes.

Hmm.  That doesn't ring a bell:  you got a page number for this?

2 hours ago, Guest Unknown said:

I will also add the exact same procedure as listed above was used for breaking a tie vote in the past of the members

Whoa.  You're saying that in the past, when the board was deadlocked, the decision was made by the membership?

 

2 hours ago, Guest Unknown said:

What I am trying to figure out is if any Bylaws or RRO have been broken in having a poll vote of the two candidates after a unanimous vote of the board to move forward with the poling of the members in this manner. 

 

3 hours ago, Guest Unknown said:

Vacancies. Any vacancies occurring on the Board of Directors or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors;

OK, then:  since the bylaws do say that the board shall fill vacancies, then maybe the board only, and not the membership, fills the vacancy.

Edited August 29, 2017 at 02:58 PM by Gary c Tesser
fix typo

[Gary c Tesser]

2 hours ago, Guest Unknown said:

I did find in RRO a rule that does say that mail votes can be switched to email votes.

Hmm.  That doesn't ring a bell:  you got a page number for this?

2 hours ago, Guest Unknown said:

I will also add the exact same procedure as listed above was used for breaking a tie vote in the past of the members

Whoa.  You're saying that in the past, when the board was deadlocked, the decision was made by the membership?

 

2 hours ago, Guest Unknown said:

What I am trying to figure out is if any Bylaws or RRO have been broken in having a poll vote of the two candidates after a unanimous vote of the board to move forward with the poling of the members in this manner. 

 

3 hours ago, Guest Unknown said:

Vacancies. Any vacancies occurring on the Board of Directors or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors;

OK, then:  since the bylaws do say that the board shall fill vacancies, then maybe the board only, and not the membership, fills the vacncy.

[Scorpion]

3 hours ago, Guest Unknown said:

I did find in RRO a rule that does say that mail votes can be switched to email votes. I will also add the exact same procedure as listed above was used for breaking a tie vote in the past of the members. It was passed during that election to the board. During our annual elections period. 

 

39 minutes ago, Gary c Tesser said:

Hmm.  That doesn't ring a bell:  you got a page number for this?

I (Dan Honemann, disguised as Scorpion because posting from my office computer) am quite sure that there is nothing in RONR which indicates that votes may be taken by e-mail if the bylaws authorize voting by postal mail. Any kind of absentee voting, in order to be valid, must be expressly authorized by the bylaws (RONR, 11th ed., p. 423, ll. 17-25).

Guest Unknown may have in mind what is said on page 89 relating to providing notice of meetings by e-mail, but this has nothing to do with voting.

But even if voting by e-mail is expressly authorized by this club's bylaws, this does not mean that the Board can circumvent the provision in the bylaws which mandates that this vacancy "shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors".

Edited August 29, 2017 at 03:39 PM by Scorpion
Added the last paragraph.

[Guest unknown]

Here is the ruling I am referring to as written under Email voting. The voting was done this was in the past and the results excepted. Also setting a precedence for what is expectable and what isn't. The new board members received by the board and brought in.

[Hieu H. Huynh]

The quoted material does not come from the right book.

[Guest unknown]

Thank you I will go and look again. I have been inside and outside of everything. Obviously not enough.

[Guest Who's Coming to Dinner]

4 hours ago, Guest Unknown said:

Now here is the question. We are being told we are not following bylaws or RRO which is listed in our bylaws to resort to if needed. Nothing in either situation is covered in either of these cases. Looking to see if I am missing anything?

I don't see any reason why the board cannot poll the members on their opinion of the candidates. But it doesn't relieve the board of its duty to fill the vacancy by majority vote. You need to keep voting or find a new candidate you can agree on.

[Gary c Tesser]

4 minutes ago, Guest unknown said:

Thank you I will go and look again. I have been inside and outside of everything. Obviously not enough.

"The Right Book" (Reg. Penna. Dept. Agr.) is Robert's Rules of Order, Newly Revised ("RONR"), currently the 11th Edition, which is not available over the Internet (unless you order a copy that way.  I myslef prefer patronizing independent bookstores, Jeff Bezos is too damn rich already).  Well worth the price (unless, obviously, you can't afford it).  I recommend you start with RONR-In Brief *(Reg. Penna, Dept. Agr.), an excellent intro, and you can read it standing there at the independent bookstore's check-out counter (stepping considerately aside so that the other flocking customers can buy their copies).  It'll take maybe an hour or two, or all afternoon if you're a college graduate or comparably disabled.

[Josh Martin]

1 hour ago, Guest unknown said:

Here is the ruling I am referring to as written under Email voting. The voting was done this was in the past and the results excepted. Also setting a precedence for what is expectable and what isn't. The new board members received by the board and brought in.

The issue here isn't how the vote is taken, but who is voting. The bylaws provide that the board fills the vacancy. If the board wants to ask the members their opinions on that subject before taking a vote, that's fine, but the board still needs to vote to fill the vacancy.

Additionally, none of this says that, if the bylaws authorize voting by mail, voting by e-mail is okay too. It's just saying that if the bylaws authorize voting by e-mail, a similar procedure to voting by mail may be used. It doesn't matter for this particular case, because this wasn't a "real" vote anyway - as noted above, the board must vote to fill the vacancy.