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E-Vote and how to record the outcome


Guest Sarah Schrader

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Every once in awhile, there is a need for board action in between one of our regularly-schedule board meetings. In these cases, the board goes through a process to e-vote. My question is how to properly record the outcome of the evote? In the past we have added the motion and vote outcome information as an addendum to our most recent board meeting minutes including the date of the actual vote etc. Is this correct? Or, is there a more appropriate way to record these actions?

Thanks,

Sarah Schrader

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The appropriate method would be to record the results in the minutes of the meeting during which the vote took place. Since the vote did not take place during a meeting, it wasn't official business, and the results of the vote are invalid. Therefore, there is no appropriate way to record the results.

If business needs to be done between meetings, a Special Meeting would need to be called. I'm not familiar with the requirements for calling a Special Meeting of a board, so I'll let someone else answer that part.

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I just checked our by-laws and it currently does not include any language specifying e-votes. We do have language regarding "Electronic Meetings" but it only pertains to meetings where board members are utilizing phone and web conferencing technologies and does not talk specifically about e-voting. I'll be bringing this information to our Executive Committee for review and then we'll work on drafting a couple new sections for our By-laws regarding our procedures for e-votes.

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