mb100

Our constitution states the following:

Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the Chairperson shall have and shall exercise a second or casting vote

An example: Votes for the Motion 34 - Votes against the motion 34. The Chair ( who may already have voted ) is then required to deicide the question. A practice that I was advised by an experienced chair in such instances was that the chair should vote to fail the motion as the assembly did not actually approve it and it needs to be 'reconsidered/brought back in the future)

I would have thought that as the motion did not get a majority then it fails and a casting or deciding vote is not required. And as the 'practice' above is not defined , it would be better to delete the piece about chair having a second vote and simply let the motion fail if it does not achieve the required majority. 

I would appreciate views to help us as we are reviewing our constitution

Thank you Bruce, so even if the Constitution says that it is 'a majority of those eligible and voting' , if there is an abstain vote option, it is only the Yes and No votes that are totalled to ascertain the total of votes cast? i.e an abstain vote is not a vote

Thank you...and a secondary question... if an abstain option is on the voting paper is it counted as a vote when calculating the majority on a motion?

Our club is governed by a Constitution, part of which sets out how voting takes place at Annual General Meeting. If amendments to the Constitution that define how votes are done at an AGM  ,are properly made and agreed by the members at the annual general meeting, do those changes take effect immediately they are passed or after the AGM is concluded.?

Gentlemen, Thank you for most helpful views which we will take on board. 

Our constitution states:

Thank You Daniel

21 minutes ago, Daniel H. Honemann said:

In my opinion, if 15 of your members call a special meeting for one or more purposes, your Management Committee does not have the right to add any item or items of business to the item or items of business specified by the 15 members calling this meeting.

Thank you ... our Constitution/By Laws are clear as to the timelines for setting date of the EGM, notice of the date and advice of the specific motion(s) to be considered and it is clear that only the matters on the agenda can be discussed at the EGM. The current instance is that we have 15 members likely to call an EGM, which is ok, but our view is that the Management Committee is entitled to add items to the Agenda for the same meeting....unless there is any precedent or guideline that this is not feasible/allowed 

Our constitution allows for three parties to call an Extraordinary General Meeting (EGM) viz:

Management Committee

Trustees

15 Ordinary Members

If one of those parties calls an EGM on a particular topic with a motion to be voted on by the full membership, is it in order for the agenda to also include a motion requested by one of the other parties 

Our Constitution is silent on any restriction other than a specified timeframe in which the EGM is called and notified

Thank you

Thank You

7 hours ago, Josh Martin said:

Do your bylaws (or applicable law) authorize electronic meetings and proxy voting (or mail in voting - it's not clear which of these you mean)?

I would first note that problems like these are exactly why RONR strongly advises against "mixing and matching" voting in this manner - and failing that, strongly advises that the bylaws should provide clear answers to these sorts of questions.

"An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes." RONR (12th ed.) 45:56

I would note, however, that in proxy voting, technically those persons have not already lodged their votes, although it may well be that the proxy holder has been directed to vote for a certain candidate.

"A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it." RONR (12th ed.) 45:70

With proxy voting, a member essentially gives another person the right to vote on their behalf. The member may instruct the proxy holder on how to vote on particular matters, or instead may leave the proxy holder discretion on how to vote. This may help somewhat with the problem noted above.

On the other hand, if you in fact mean a mail ballot, in which members simply cast their ballots by mail and proxies do not enter into it, I agree that causes some complications. It likely would be prudent in such cases for the rules not to permit nominations from the floor. Nonetheless, if the rules do permit nominations from the floor, they are in order, although certainly the members who voted by mail will be highly unlikely to vote for those persons.

This seems reasonable.

Thank You.

On the first question... "does our bylaws authorize electronic meetings"... No, the Constitution is silent as to how an AGM may be conducted.. there is no stipulation of where or how an AGM should be convened...it does stipulate what should be on agenda and what has to be approved at a 'properly constituted' AGM . It does stipulate that votes can be cast only by those members 'eligible and  in attendance '..... we are defining 'in attendance' as being by the method that we choose this year i.e ZOOM. I do note the recommendation about not mixing methods of voting... we will reassess our approach

In these current times we are organising our AGM virtually via ZOOM and we are allowing voting by mail in proxy voting for those who cannot attend the meeting virtually and by polling on the night of the AGM for those attending on any motions.

With regard to election of Officers and Committee, our Constitution is slightly contradictory... it states that where possible the nominations for Officer and Committee should be published in advance of the AGM...(and this is normally done) .. it also state however that nominations can be made from the floor on the night of the AGM. In previous years we have only had one nominee for each position, hence no election is needed, and this is likely to be the case this year. However if someone is nominated on the night in addition to an already nominated member, thus causing an election, how should this be handled... given that those who were voting by proxy have already lodged their votes

We are considering passing a By Law ( the Management Committee is permitted to do this) requiring that nominations for committee are received by a specific date in advance of the meeting .. and if an election arises then this would be be put on the voting  proxy form.. But guidance appreciated

Thank you all...

Our constitution states that the AGM agenda must include, Presidents Report, Secretary's Report and Treasurer Report and Annual Accounts. It does not call for the reports to be specifically approved.... practice over the years has been varied depending on who chaired the meeting (The Accounts must be approved)... would the proper practice regarding the reports be to have them proposed and seconded and having taken questions from attendees have the report taken as read and adopted... or should a vote be called to approve/adopt each report?

Also, we want the members to adopt a Strategic Plan which has been developed with significant member input.  We dont want to have a vote to approve it (in case it is not approved), is there a good practice wording that would ask the members attending to adopt the plan

No.. unfortunately

Our organisation Constitution is silent on how votes can be taken at a AGM other than voting members must be present. Normal practice has been that votes are by show of hands.

On one specific motion at upcoming AGM it has been requested by the proposer that the vote be done by secret ballot. (other motions at the meeting will be by the normal practice)

is it in order to agree in advance that the vote will be by secret ballot, or can the chair refuse , or  should the meeting vote on the method of voting if it is proposed and seconded by members

Your guidance would be appreciated as always

Thank You ... that was my perspective as well

2 Motions were properly put by a member to be included in the Agenda for Annual general Meeting and was published 21 days in advance of the meeting as per the Constitution of the Club.

Is it in order to remove the motion from the agenda before the meeting but  after the 21 day deadline for publishing the agenda in advance?

My view is that the agenda cannot be amended but that the Chair of the AGM can advise the attendees  that the proposers have asked that the motions be withdrawn

Note ,our constitution is silent as to anything to do with changing AGM agenda before or at meeting

Advice greatly appreciated