Vote or election with improper process

[Guest Allen]

If a vote or election is held and bylaws were not followed, what happens?

[Chris Harrison]

Depending on the nature of the violation the vote or election could be null and void or the YSYL principle could apply. Can you elaborate on what was done in violation of the bylaws?

[Guest Allen]

Use of telecommunications. We allowed board members to meet and vote via telephone. Bylaws allow telecommunications but does not give any specific procedures. Roll call and email was used in lieu of no established process.

[Josh Martin]

Use of telecommunications. We allowed board members to meet and vote via telephone. Bylaws allow telecommunications but does not give any specific procedures.

If your Bylaws authorize teleconferences, then meeting and voting by telephone is not in violation of the Bylaws. It is strongly recommended that the board adopt Special Rules of Order and Standing Rules to cover the procedures of how this actually works, but the fact that the board neglected to do so does not invalidate the action.

Roll call and email was used in lieu of no established process.

Roll call votes are proper. E-mail voting is not in order unless it is authorized in the Bylaws, however. Do your Bylaws authorize e-mail voting as well?

[Guest allen]

No, it does not. One vote was electronic/email and other via telephone

[Guest Mike Thomas]

Last night our Association had a vote for Vice President and the candidate that won was not supported by the current President. In a tantrum, the President resigned from the Association and appointed our Treasurer the new President to serve out the remainder of his 2 year term (until December of next year). The Vice President supporting this President resigned as did the Secretary. The newly elected VP does not take office until January 1st of 2012.

With the resignations, we do not have a required quorum to conduct business and I am not sure if the out-going President can appoint his replacement. Our By-laws state that any appointment must be approved by the Executive Board, but we cannot conduct any business of the Association without the mandated quorum (which we will not have until January 1st 2012. Is there anything in Robert's Rule that might cover this? We are governed by Robert's in the absence of a governing by-law.

[David A Foulkes]

(snip)

Just a heads up, for anyone interested in following up on Guest Mike Thomas' question, he also piggybacked onto this thread, where there is a response already. Just sayin'.....

[Guest Allen]

The bylaws do not specifically authorize email votes.

[David A Foulkes]

The bylaws do not specifically authorize email votes.

Was the vote so close that either/all of these absentee votes (email, phone) could have affected the outcome? Was this in fact an election?

[Josh Martin]

Was the vote so close that either/all of these absentee votes (email, phone) could have affected the outcome?

Since voting by phone is apparently authorized in the Bylaws, I think the important point is whether the lone e-mail vote could have affected the outcome.

[Guest Allen]

The vote would not have changed. There were additional issues in that the use of telecommunication violated state code. Does that impact votes and election?

[Trina]

The vote would not have changed. There were additional issues in that the use of telecommunication violated state code. Does that impact votes and election?

If you are certain that the state code applies, despite the authorization in the organization's bylaws, then yes, it could have an impact...

One of the types of continuing breaches described in RONR (11th ed.) on p. 251 occurs when 'any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law.'

So, the questions are whether the code in question is 'procedural', and whether the code applies to the organization (some statutes include language that yields to specific provisions in the bylaws).

[Guest Allen]

code prohibits use telecommunications without public notice (three days).

[Gary Novosielski]

code prohibits use telecommunications without public notice (three days).

That sounds like a classically procedural rule to me, and would certainly be grounds for a Point of Order regarding the validity of the meeting.