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No quorum and need to make a decision


MissADS08

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In a different organization where I'm not an officer, just a Board member, we've had problems obtaining quorum for the past two meetings. There is a crucial decision we need to make that actually ends up effecting dues for another sister organization. I told the president that perhaps we could vote by proxy (?? - I think that's what that is called) - receiving individual votes/absentee votes if you will via phone/e-mail. Is that right, or if not, what else could we do?

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I told the president that perhaps we could vote by proxy (?? - I think that's what that is called) - receiving individual votes/absentee votes if you will via phone/e-mail. Is that right, or if not, what else could we do?

It's not right. If the board wants to make a decision, the board will have to obtain a quorum.

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Interesting - since I've been on boards where votes could be done via e-mail, etc. So that's wrong and there's nothing else that can be done?

What those boards could do has no bearing on what this board can do. But as far as RONR is concerned (and that's what we're concerned with on this forum), there are no proxies and there is no absentee voting.

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Interesting - since I've been on boards where votes could be done via e-mail, etc. So that's wrong and there's nothing else that can be done?

Voting by e-mail, or any other form of absentee voting, can be done only if it is authorized in the bylaws. It may be that the other boards had bylaws that authorized it, or they may have done it in violation of the bylaws. If the latter, then any such votes were null and void, and the actions taken as a result could be challenged at any time, unless they were later ratified at a proper, and quorate, meeting.

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Voting by e-mail, or any other form of absentee voting, can be done only if it is authorized in the bylaws. It may be that the other boards had bylaws that authorized it, or they may have done it in violation of the bylaws.

I thought it was possible.... so the by-laws simply need to be amended. Of course, that can't happen without a quorum first. lol.

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I told the president that perhaps we could vote by proxy (?? - I think that's what that is called) - receiving individual votes/absentee votes if you will via phone/e-mail. Is that right, or if not, what else could we do?

No, it's not right. First of all, voting by proxy is not what you're thinking of. That is a procedure in which members essentially give their vote to someone else. Neither proxy voting or voting by phone or e-mail is permissible unless authorized by the Bylaws. RONR also strongly recommends against adopting a rule in the Bylaws which permits absentee votes to be combined with in-person votes. It's best to have everyone vote the same way.

Interesting - since I've been on boards where votes could be done via e-mail, etc.

Well, it is possible that those boards authorize such methods of voting in their Bylaws. It's also possible they're doing it wrong too.

So that's wrong and there's nothing else that can be done?

Yes, it's wrong, and no, there's nothing else that can be done. There's no loophole around getting a quorum.

I thought it was possible.... so the by-laws simply need to be amended.

Well, yes, but perhaps you should also consider amending the Bylaws to lower the quorum requirement rather than jumping right on the absentee voting train (especially if you're considering combining absentee votes and in-person votes).

Of course, that can't happen without a quorum first. lol.

We generally recommend some generous members provide free food and/or alcohol for the meeting.

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