Announcing Results of Vote by Mail

[Matt Schafer]

This conversation has me thinking about an upcoming situation in a club of which I am a member.

Our club has one annual meeting in March. There are no other regular meetings of the members. The executive board has full power and authority over the affairs of the club except that the executive board may not alter any decision by the members.

We have a special meeting in two weeks to consider a revision of the bylaws recommended by the executive board. The current bylaws specify that the vote on any bylaw amendment must be conducted by mail. Since the board anticipates that the members will not want a second special meeting just to announce the results of the vote by mail, it has recommended the adoption of the motion "that the tellers report to the executive board" at the meeting in two weeks.

1. If the members adopt such a motion, would that be acceptable to refer the announcement of the results and the power to resolve disputes or order a recount?
2. Does this achieve the executive board's goal of finishing the voting process without requiring a second meeting of the members?

[Josh Martin]

 

This conversation has me thinking about an upcoming situation in a club of which I am a member.

Our club has one annual meeting in March. There are no other regular meetings of the members. The executive board has full power and authority over the affairs of the club except that the executive board may not alter any decision by the members.

We have a special meeting in two weeks to consider a revision of the bylaws recommended by the executive board. The current bylaws specify that the vote on any bylaw amendment must be conducted by mail. Since the board anticipates that the members will not want a second special meeting just to announce the results of the vote by mail, it has recommended the adoption of the motion "that the tellers report to the executive board" at the meeting in two weeks.

1. If the members adopt such a motion, would that be acceptable to refer the announcement of the results and the power to resolve disputes or order a recount?
2. Does this achieve the executive board's goal of finishing the voting process without requiring a second meeting of the members?

 

Firstly, I don't think an ordinary main motion will suffice. I believe the appropriate tool would be to adopt a rule of order for the session, which requires a 2/3 vote without notice. This is similar to a convention standing rule. If the assembly wishes the board to not only have the power to receive the results, but also to resolve disputes or order a recount, that will need to be specified in the rule. If such a rule is adopted, there should be no need for the general membership to meet again.

 

in the long run, it may be advisable for the assembly to adopt a special rule of order on this subject.

[Dan Honemann]

Firstly, I don't think an ordinary main motion will suffice. I believe the appropriate tool would be to adopt a rule of order for the session, which requires a 2/3 vote without notice. This is similar to a convention standing rule. If the assembly wishes the board to not only have the power to receive the results, but also to resolve disputes or order a recount, that will need to be specified in the rule. If such a rule is adopted, there should be no need for the general membership to meet again.

 

in the long run, it may be advisable for the assembly to adopt a special rule of order on this subject.

 

Just to be picky, I'll note that a motion to adopt a rule of order for the duration of a session (such as is suggested here) is an ordinary main motion, requiring a two-thirds vote for its adoption whether or not previous notice has been given.

 

But I also have some doubts about whether or not this club's membership, at its special meeting (which, I gather, has been called for the purpose of considering any proposed amendments to the proposed revision), can, at this special meeting, delegate to its board the authority to act in its behalf in receiving the announcement of the result of the vote. It seems to me that since, during this session at which the revision is being considered, no final vote on it's adoption can be taken and no announcement of the result of the vote can be made, a rule relating to the announcement of the result of the vote is not a rule having anything to do with the conduct of business during this session.

 

The applicable bylaw provisions might shed some light on this. It may also be of interest to know how the club has handled announcement of the result of votes taken by mail in the past.

[Randyl Kent Plampin]

Greetings:

Mr. H brings up an extremely important point: When the so-called announcement of the results of the vote is expected to be made, the assembly is not in session. This fact has very wide implications.

I would have expected all by-mail issues to have been conducted previous to the annual meeting at which each separate set of ballots for whatever issue are opened, tallied, and the assembly resolves doubtful cases and the result announced followed by any appeals or the next set of ballots opened and the process repeated. Once the assembly adjourns there is nothing left undone. However, this does not appear to be the case in this instance.

For me, the question becomes, can the assembly actually delegate its authority in this fashion, that is, perform some act that only the assembly could perform while in session.

I draw your attention to the following:
 

The content of a society's bylaws has important bearing on the rights and duties of members within the organization -- whether present or absent from the assembly -- and on the degree to which the general membership is to retain control of, or be relieved of detailed concern with, the society's business. Except as the rules of a society may provide otherwise, its assembly (that is, the members attending one of its regular or properly called meetings) has full and sole power to act for the entire organization, and does so by majority vote. Any limitation or standing delegation of the assembly's power with respect to the society as a whole can only be by provision in the bylaws -- or in the corporate charter or separate constitution, if either of these exists.

The "standing delegation" text makes me believe that the executive board has no authority to perform this act regardless of what motion the assembly adopts and that a bylaws amendment granting them such authority is needed before that can be done.

Best regards,
Randyl Kent Plampin

[Josh Martin]

The "standing delegation" text makes me believe that the executive board has no authority to perform this act regardless of what motion the assembly adopts and that a bylaws amendment granting them such authority is needed before that can be done.

 

There may be a more specific citation which is controlling here:

 

"Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute" (RONR, 11th ed., pg. 446).

 

Of course, since this is a special meeting, that's little consolation, since the assembly is limited to considering the items included in the call.

[Randyl Kent Plampin]

Greetings:
 

While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute.

is where the problem lies. I hark back to Mr. H's observation that the assembly in question is not in session which is the crux of the matter.

I agree that the assembly has limited powers, after all the ballots do not even exist yet. The original problem is caused by this society's bylaws as requiring bylaw amendments to be voted by mail and yet there is no mechanism available to examine the ballots, resolve any disputes and announce the results outside of another meeting of the general membership. I see no hope of circumventing this. And yet there may be one.

Let's get creative for a second.

(The original poster did not tell us how dispersed the members of the assembly are. This may influence how much trouble this suggestion will cause.)

What if the assembly that meets in two weeks decides not to adjourn but to recess instead. A sufficient number of assembly members to constitute a quorum remain in town. The bylaw amendments are mailed out with instructions to return them post haste. When the ballots arrive the chairman calls the assembly to order, they open the ballots and then either determine the result or immediately adopt the "take it away, executive board" motion and adjourn. Do you think this works? Is there any other thing we can come up with?

Also, is it possible for them to include in the batch of bylaw amendments suggested to the membership in two weeks some mechanism to allow the executive board to determine the result of such an election, and if so, what words do you think would be the most appropriate for this purpose?

Best regards,
Randyl Kent Plampin

[Gary c Tesser]

... I see no hope of circumventing this. And yet there may be one.

Change your mind quick when you think nobody else is up, eh? :-)

[Dan Honemann]

There may be a more specific citation which is controlling here:

 

"Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute" (RONR, 11th ed., pg. 446).

 

Of course, since this is a special meeting, that's little consolation, since the assembly is limited to considering the items included in the call.

 

Yes, I am inclined to agree that this statement on page 446 to the effect that a special rule of order will suffice to grant a board authority to resolve the full membership's election disputes is of more authority than the general statement on page 566, lines 4-16, which might otherwise be construed as indicating that a bylaw provision is required to do so. One must admit, however, that it's a bit of a stretch in this instance, since the voting is being conducted by mail, which itself requires bylaws authorization.

 

However, as you have noted, it is unlikely that the adoption of such a special rule of order is an item of business mentioned in the call of this special meeting.

[Dan Honemann]

Greetings:

 

is where the problem lies. I hark back to Mr. H's observation that the assembly in question is not in session which is the crux of the matter.

I agree that the assembly has limited powers, after all the ballots do not even exist yet. The original problem is caused by this society's bylaws as requiring bylaw amendments to be voted by mail and yet there is no mechanism available to examine the ballots, resolve any disputes and announce the results outside of another meeting of the general membership. I see no hope of circumventing this. And yet there may be one.

Let's get creative for a second.

(The original poster did not tell us how dispersed the members of the assembly are. This may influence how much trouble this suggestion will cause.)

What if the assembly that meets in two weeks decides not to adjourn but to recess instead. A sufficient number of assembly members to constitute a quorum remain in town. The bylaw amendments are mailed out with instructions to return them post haste. When the ballots arrive the chairman calls the assembly to order, they open the ballots and then either determine the result or immediately adopt the "take it away, executive board" motion and adjourn. Do you think this works? Is there any other thing we can come up with?

Also, is it possible for them to include in the batch of bylaw amendments suggested to the membership in two weeks some mechanism to allow the executive board to determine the result of such an election, and if so, what words do you think would be the most appropriate for this purpose?

Best regards,

Randyl Kent Plampin

Aside from a number of other problems, I'm afraid this indicates a basic misunderstanding as to the difference between a recess and an adjournment.

[Randyl Kent Plampin]

Greetings:

 

Yes, I am inclined to agree that this statement on page 446 to the effect that a special rule of order will suffice to grant a board authority to resolve the full membership's election disputes is of more authority than the general statement on page 566, lines 4-16, which might otherwise be construed as indicating that a bylaw provision is required to do so. One must admit, however, that it's a bit of a stretch in this instance, since the voting is being conducted by mail, which itself requires bylaws authorization.

 

However, as you have noted, it is unlikely that the adoption of such a special rule of order is an item of business mentioned in the call of this special meeting.

 

I am prepared to accept the proposition that this grant of authority to the board is a one-time deal that does not fit the "standing delegation" criteria and therefore may be implemented via a special rule of order as Mr. Martin suggests, based on a more clear understanding of page 466.

 

The comment about an "extended recess" is only an exploration of the outer limits of the rules in an attempt to provide the society in question with some alternatives, if such a thing is possible. I did say "what if." Don't take this too seriously.

 

I do not see this as a stretch because the original poster has already indicated that the bylaws require them to conduct this type of election via mail. Perhaps the gentleman is making reference to some other detail I may have missed.

 

If I understand where we stand as of now, would it be reasonable to conclude that the answers to the original poster's questions is [1] yes, go ahead and adopt a special rule of order that instructs the executive board to determine the outcome of this election and any disputes arising from it, and [2] it is our opinion that such a special rule of order would not require a second session of the general membership?

 

Best regards,

Randyl Kent Plampin

[Dan Honemann]

The comment about an "extended recess" is only an exploration of the outer limits of the rules in an attempt to provide the society in question with some alternatives, if such a thing is possible. I did say "what if." Don't take this too seriously.

 

 

I'm afraid you're missing the point. In your highly impractical suggestion, the assembly would not recess, it would adjourn after having fixed the time to which to adjourn.

[Dan Honemann]

I do not see this as a stretch because the original poster has already indicated that the bylaws require them to conduct this type of election via mail. Perhaps the gentleman is making reference to some other detail I may have missed.

 

 

I'm afraid you're missing the point again, which is that because the manner in which the vote is being taken here must be pursuant to a bylaws provision (otherwise it couldn't be done), one might conclude that delegation of authority to resolve disputes or order a recount with respect to such a vote would also need bylaw authorization.

[Dan Honemann]

If I understand where we stand as of now, would it be reasonable to conclude that the answers to the original poster's questions is [1] yes, go ahead and adopt a special rule of order that instructs the executive board to determine the outcome of this election and any disputes arising from it, and [2] it is our opinion that such a special rule of order would not require a second session of the general membership?

 

 

No. As previously noted on at least two occasions, it almost certainly will not be possible for this club to consider the adoption of such a special rule of order at its special meeting.

[George Mervosh]

Dan -

 

With so many responses I just want to be clear.  Is it your opinion that had a proposed special rule of order to delegate the tasks involved been included in the call to this special meeting, it would still not be sufficient?

 

(That's at least my opinion, but I don't know if it's correct)

[Dan Honemann]

Dan -

 

With so many responses I just want to be clear.  Is it your opinion that had a proposed special rule of order to delegate the tasks involved been included in the call to this special meeting, it would still not be sufficient?

 

(That's at least my opinion, but I don't know if it's correct)

 

No, that is not my opinion.

 

In post #8, I said that I agreed with what Josh was indicating in post #5, which was that a special rule of order should be sufficient, based upon what is said on page 446.

 

I also indicated, however, that it is not all that clear, and if you have arrived at a different conclusion, I would not be in the least bit surprised. It is because of this uncertainty that I moved Matt Schafer's topic over to this Forum, and would welcome any thoughts you may have to offer.

[George Mervosh]

No, that is not my opinion.

 

In post #8, I said that I agreed with what Josh was indicating in post #5, which was that a special rule of order should be sufficient, based upon what is said on page 446.

 

I also indicated, however, that it is not all that clear, and if you have arrived at a different conclusion, I would not be in the least bit surprised. It is because of this uncertainty that I moved Matt Schafer's topic over to this Forum, and would welcome any thoughts you may have to offer.

 

Thank you for the followup.  Yes, I will post something after thinking about all of this some more.  It is the manner in which this vote is being conducted that's causing me concern about adopting a special rule of order.

[George Mervosh]

Here's my biggest concern.  It seems to me that the adoption of a special rule of order in Mr. Schafer's case, removes a member's right to raise a point of order regarding the conduct of a vote and I don't think a special rule of order is sufficient to remove a member's right to raise a point of order.  A bylaw provision, obviously, could properly remove the right.

 

P. 466, in my opinion, refers only to the resolution of a dispute caused by a member raising a point of order in a meeting. Raising a point of order doesn't seem possible using Mr. Schafer's facts.

[Shmuel Gerber]

The applicable bylaw provisions might shed some light on this. It may also be of interest to know how the club has handled announcement of the result of votes taken by mail in the past.

 

Until we get the answers to this, I don't think I will understand how most of this discussion has much to do with the original question.

[Randyl Kent Plampin]

Greetings:

 

To Mr. Shafer:

 

Is there sufficient time before the meeting to include in the call a notice that the assembly will be considering a special rule of order to authorize the executive board to determine the result of the by-mail vote and any issues related to that vote?

 

Best regards,
Randyl Kent Plampin   

[Dan Honemann]

Here's my biggest concern.  It seems to me that the adoption of a special rule of order in Mr. Schafer's case, removes a member's right to raise a point of order regarding the conduct of a vote and I don't think a special rule of order is sufficient to remove a member's right to raise a point of order.  A bylaw provision, obviously, could properly remove the right.

 

P. 466, in my opinion, refers only to the resolution of a dispute caused by a member raising a point of order in a meeting. Raising a point of order doesn't seem possible using Mr. Schafer's facts.

 

The adoption of a special rule of order authorizing the board to do something in behalf of the society doesn't deprive the society's assembly or any individual member of any rights that it or he may have. It simply provides the board with some authority that it wouldn't otherwise have.

[Dan Honemann]

Until we get the answers to this, I don't think I will understand how most of this discussion has much to do with the original question.

 

So what else is new?

 

In any event, I think it has already been rather well established that the answer to both of the original questions is "no".

[J. J.]

The adoption of a special rule of order authorizing the board to do something in behalf of the society doesn't deprive the society's assembly or any individual member of any rights that it or he may have. It simply provides the board with some authority that it wouldn't otherwise have.

 

 

Dan, if I understand correctly, you are giving two answers to two questions:

 

1.  A special rule may be adopted to permit the board to declare the result.

 

2.  A special meeting may not adopt a special rule of this type (or of any type) without specifying it in the notice of the special meeting. 

 

Is that correct?

[Dan Honemann]

Dan, if I understand correctly, you are giving two answers to two questions:

 

1.  A special rule may be adopted to permit the board to declare the result.

 

2.  A special meeting may not adopt a special rule of this type (or of any type) without specifying it in the notice of the special meeting. 

 

Is that correct?

 

Yes, at the moment I am of the opinion that a special rule of order (not to be confused with a "current session only " rule as suggested in post #2) will suffice, although I do not think that this is at all certain.

 

I am certain that, since a vote by mail is being taken in this instance, any special rule of order proposed to be adopted must not conflict in any way with the bylaw provisions authorizing the use of this method of voting.

 

There can be no doubt at all but that an assembly, at a special meeting, may not adopt a special rule of order without such business having been specified in the notice of the meeting, and I don't think that anyone has suggested otherwise.