Jump to content
The Official RONR Q & A Forums

Need help - what counts as votes - Pres. botched count.


fiddler

Recommended Posts

I apologize for this lengthy post in advance, but I am a noob at being President and don't know how to handle the situation I am about to describe.

First, a little background:

In Nov. a member of our Chamber sent out 30 renewal requests which included a self-addressed envelope with the wrong address on it.

The board was alerted to this error in mid-Jan. when a member emailed us saying his dues payment came back to him. I emailed everyone the correct address.

We meet the first Wed. of every month.

Prior to the Feb. meeting, the board - at the Nov., Dec., and Jan. meetings, as well as nearly daily by email between the Jan. and Feb. meeting, discussed getting a 501©(3) nonprofit status.

At the Feb. meeting, which included 3 people I had never seen in the 3 years I had been attending, the former president made the motion to NOT pursue the nonprofit status.

I counted the votes as raised hands and announced 6 in favor of NOT pursuing and 5 against NOT pursuing.

I forgot to count my vote. Everyone knew I was in favor because I am the one who has been trying to get the board to agree to seeking a nonprofit status.

When the vote was being cast, a husband and wife raised their hand. I told them they weren't members as we have no record of receiving dues from them since 2010 (later I discovered it was even longer ago than that). They shrugged at the statement and said they had sent in their dues but it was returned to them, but they forgot to bring it that day. Another member stood up and told me they had more of a right to vote than I did because they had been members longer than I had been. I didn't want to get into the logic (or lack thereof on that statement) so ignored it and counted their vote.

I should point out that everyone else at that meeting went out of their way to make sure they were paid so their vote would count.

After the meeting, the Vice President, who had been at the meeting, emailed everyone and announced the vote was wrong because the Bylaws say One Vote per Member and a husband and wife cannot count as two votes when it is their business that is listed as the member and the dues were only paid for one member.

When the VP announced the Bylaws say One Vote per Member, the former co-president said the board had always counted husband and wife votes as two separate votes and that if the voting was only going to be based on membership, then the Bylaws should read One Vote per Membership.

The Treasurer received the couple’s dues a week later in the mail, along with an envelope that they supposedly had sent but got back due to the faulty address. The Return to Sender sticker was directly over the return address. The Post Office would never put the sticker there, as there would be no way for the Postman to know who to return the envelope to. Curiously, however, the member who alerted us to the fact that the address was faulty turned in his envelope, along with his dues, at the Feb. meeting and his envelope was missing a Return to Sender sticker. Furthermore, the couple in question were not on the list of having been sent a renewal form in the first place, probably because they hadn’t been members since at least 2008.

I met with the Executive Board recently and the Secretary listed the names of all who voted. Turns out the votes – if you count my vote - come to 7 to 6 (or 7 to 4, depending on whether the couple who hadn’t paid their dues gets counted) to Pursue a nonprofit status.

The March meeting is this week. I purchased the 11th edition of Robert’s Rules of Order but have been unable to find any references in it to this situation.

I feel I need to address the miscounted votes and rule on what constitutes as a valid vote. Can anyone please help me? If there are any sections in the book that can back up what should be correct, it would be most helpful to name them.

As an aside, we do have husband and wife members who own 4 businesses (2 are his, 2 are hers) and pay dues for each business. While they have never come to the meeting, if they ever did show up, would they get one vote each, or two votes – one for each business they represent?

Link to comment
Share on other sites

And while you are reading things - your bylaws, particularly - get and read ...

RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening.

Link to comment
Share on other sites

...

At the Feb. meeting, which included 3 people I had never seen in the 3 years I had been attending, the former president made the motion to NOT pursue the nonprofit status.

...

I met with the Executive Board recently and the Secretary listed the names of all who voted. Turns out the votes – if you count my vote - come to 7 to 6 (or 7 to 4, depending on whether the couple who hadn’t paid their dues gets counted) to Pursue a nonprofit status.

...

I realize I'm skipping most of your post (for the moment), but wanted to point out this fallacy. Defeating a motion to NOT do X is definitely not the same thing as adopting a motion to do X.

Link to comment
Share on other sites

Thank you for responding so quickly. I've read and re-read all of pages 250 and 251 but fail to see what that section has to do with the problem at hand (remember - total NOOB here, sorry). The couple in question were aware that dues needed to be current to vote and they had ample opportunity to pay at the end of the meeting, which they declined to do. If no one objected to them - as nonmembers voting - in a timely manner, does that mean their votes have to count?

I have attached our Bylaws - replacing the name of our organization with X. These are pretty bare bones, but maybe if one of you look it over it would help with my answer, as that is pretty much what I have to work with.

Getting the bylaws "fleshed out" is one of the things on my list to do as president this year.

X Chamber Bylaws.pdf

Link to comment
Share on other sites

Thank you, Trina, for pointing that out. I figured that if I declared the voting at the last meeting to be null and void because of improper votes being counted, then I would need to announce that voting would need to be redone. If that happened, I'd rather table that vote for a future meeting - how should that be handled?

Link to comment
Share on other sites

Thank you for responding so quickly. I've read and re-read all of pages 250 and 251 but fail to see what that section has to do with the problem at hand (remember - total NOOB here, sorry). The couple in question were aware that dues needed to be current to vote and they had ample opportunity to pay at the end of the meeting, which they declined to do. If no one objected to them - as nonmembers voting - in a timely manner, does that mean their votes have to count?

I have attached our Bylaws - replacing the name of our organization with X. These are pretty bare bones, but maybe if one of you look it over it would help with my answer, as that is pretty much what I have to work with.

Getting the bylaws "fleshed out" is one of the things on my list to do as president this year.

We are not supposed to engage in bylaws interpretation on this forum. I'll confess, though, that I looked at your attached document, and I do not see anything in there making payment of dues a condition of membership:

Persons, firms, and organizations of good standing in their local chambers interested in the commercial, industrial and civic progress of the area shall be considered as having Active Membership. Active members shall enjoy all the rights and privileges of the X Chamber including the right to vote, with one vote per member.

The later section on dues (which, at a glance, doesn't even include anything about dues for member persons or member businesses ?) does not link payment of dues to membership either. It does seem as though your members may have to be 'of good standing' in their local chambers in order to be members of your organization -- whatever that means.

Even if it has been your practice to collect dues from your members as a condition of membership, if your bylaws don't support the practice, the bylaws prevail.

The definition of 'member' in the bylaws seems to include persons (individual human beings) as well as organizations. No wonder you have trouble figuring out who gets to vote...

Link to comment
Share on other sites

We are not supposed to engage in bylaws interpretation on this forum. I'll confess, though, that I looked at your attached document, and I do not see anything in there making payment of dues a condition of membership:

The later section on dues (which, at a glance, doesn't even include anything about dues for member persons or member businesses ?) does not link payment of dues to membership either. It does seem as though your members may have to be 'of good standing' in their local chambers in order to be members of your organization -- whatever that means.

Even if it has been your practice to collect dues from your members as a condition of membership, if your bylaws don't support the practice, the bylaws prevail.

The definition of 'member' in the bylaws seems to include persons (individual human beings) as well as organizations. No wonder you have trouble figuring out who gets to vote...

I know - it is a nightmare the way it stands right now. I've been going through the financial records for the past 3 years and have seen no record of the past co-presidents having paid any dues, and neither has the couple in question.

There use to be other Chambers of Commerce in the individual towns that our Chamber encompassed, and if a business or individual was considered in good standing with any of those Chambers, they could join our Chamber - and it was those other Chambers that actually paid for their members to join our Chamber. But over the years those Chambers died out and that form of membership changed in 2008/2009, with individuals and businesses paying to join our Chamber directly, although the bylaws were never updated to reflect such.

I'm wondering what I have the power to do - do I make a ruling that the voting at the Feb. meeting on that topic be null and void, due to the conflict of interest and not be addressed again until the bylaws have been amended? Or do I make a ruling that the voting stands as is? What about the voting process at the meeting this week? I have a Bylaws committee in place, but they really haven't finished the recommendations for changes - and I think the vote to change the bylaws actually needs to be mailed to every member "in good standing." Doesn't it?

I just don't know what I can "rule" on or how to handle the situation as a whole, as the people that showed up explicitly to oppose getting the non-profit status are looking for a real fight on this, which I'm trying to avoid. My concern, first and foremost, is simply to be as fair as possible to everyone.

Link to comment
Share on other sites

One more comment on the bylaws -- a board is established, and given certain authority and responsibilities. However, the board is not given any way to actually meet (no mention at all of regular board meetings, how to schedule regular board meeting, or how to call special meetings of the board) -- what's with that? An assembly can only properly conduct business at a meeting, so how is this board supposed to carry out its responsibilities?

...

We meet the first Wed. of every month.

Prior to the Feb. meeting, the board - at the Nov., Dec., and Jan. meetings, as well as nearly daily by email between the Jan. and Feb. meeting, discussed getting a 501©(3) nonprofit status.

At the Feb. meeting, which included 3 people I had never seen in the 3 years I had been attending, the former president made the motion to NOT pursue the nonprofit status.

I'm going to assume, from context, that this February meeting was a general membership meeting. However, how was 'the board' conducting discussion at the Nov., Dec., Jan. meetings? Were these board meetings (called in some mysterious way)? Or were these actually membership meetings? Note that the board, as a body, does not exist at a general membership meeting. That is, individual board members may be present (if they are members of the general membership), but they hold no authority as the board.

A motion to NOT do something is not a good idea in general. See RONR (11th ed.) p. 104 l. 32 - p. 105 l. 7; also p. 105 ll. 8-23. Without seeing the exact wording of the motion, it is hard to know if the motion was meaningless (a decision not to do something that the organization wasn't doing anyway), just confusing to the voting members, or perhaps even proper (e.g. the general membership giving instructions to the board not to pursue nonprofit status, as in the situation described at the top of p. 105).

I counted the votes as raised hands and announced 6 in favor of NOT pursuing and 5 against NOT pursuing.

I forgot to count my vote. Everyone knew I was in favor because I am the one who has been trying to get the board to agree to seeking a nonprofit status.

If a member forgets to vote (which is what this amounts to), that's unfortunate, but you can't fix it retroactively at this point. Remember to vote next time.

When the vote was being cast, a husband and wife raised their hand. I told them they weren't members as we have no record of receiving dues from them since 2010 (later I discovered it was even longer ago than that). They shrugged at the statement and said they had sent in their dues but it was returned to them, but they forgot to bring it that day. Another member stood up and told me they had more of a right to vote than I did because they had been members longer than I had been. I didn't want to get into the logic (or lack thereof on that statement) so ignored it and counted their vote.

Here we get into the question of how your bylaws define membership -- are dues necessary for membership? And, if a member can be either a business or a person, you'd better be sure whether the voting entity in front of you is a person member or an organization member. You say that a husband and wife raised 'their hand' (it's not clear if that means one, two, three, or four of the hands they jointly had available, assuming the usual human complement of appendages) and that you ended up counting 'their vote' -- did you count one or two votes?

I should point out that everyone else at that meeting went out of their way to make sure they were paid so their vote would count.

After the meeting, the Vice President, who had been at the meeting, emailed everyone and announced the vote was wrong because the Bylaws say One Vote per Member and a husband and wife cannot count as two votes when it is their business that is listed as the member and the dues were only paid for one member.

OK, I guess you counted two votes for the couple. Again, there's the question whether payment of dues has anything to do with membership. Perhaps their paperwork says somewhere whether they are both members, or whether their organization is the member.

When the VP announced the Bylaws say One Vote per Member, the former co-president said the board had always counted husband and wife votes as two separate votes and that if the voting was only going to be based on membership, then the Bylaws should read One Vote per Membership.

See RONR (11th ed.) p. 19 regarding the status of custom. If the custom is in conflict with written rule, and if a point of order to that effect is raised, the custom loses out and the written rule must be complied with.

I met with the Executive Board recently and the Secretary listed the names of all who voted. Turns out the votes – if you count my vote - come to 7 to 6 (or 7 to 4, depending on whether the couple who hadn’t paid their dues gets counted) to Pursue a nonprofit status.

Ah, so the board does have meetings :) . Unless the vote was taken as a roll call vote, the secretary reading a list of those who voted, and which way they voted, has no parliamentary significance. I'm curious, though -- where did the additional vote come from (you earlier announced the result as 6 in favor and 5 opposed (forgetting to vote yourself). Even if you now include what your vote would have been, how does 5 turn into 7?

Leaving that aside, if the troublesome couple were not members at all, their improper 2 votes were enough to change the outcome -- the 6/5 vote to adopt would become a 4/5 vote and the motion would have failed. If the couple were members, but only should have voted once, the improperly counted vote would still have been enough to change the outcome -- the 6/5 vote to adopt would become a 5/5 vote and the motion would have failed (tie vote defeats a motion). This is why Mr. Cisar referred you to p. 251 -- allowing a nonmember to vote, or allowing a member to vote more than once would both be violations of p. 251 (d), and a point of order could be raised about this continuing breach at any time.

The March meeting is this week. I purchased the 11th edition of Robert’s Rules of Order but have been unable to find any references in it to this situation.

Keep asking questions, and keep reading. I would second Dr. Stackpole's recommendation to get and read RONRIB -- much easier to digest to start with.

I feel I need to address the miscounted votes and rule on what constitutes as a valid vote. Can anyone please help me? If there are any sections in the book that can back up what should be correct, it would be most helpful to name them.

Give up on counting your own missed vote after the fact. Look at your membership rules, and see how they apply to the 2 questionable votes that were counted. And remember that you as chair don't have the final word -- that final word belongs to the assembly (the assembly has the right to appeal from a ruling of the chair, and to take the final decision into their own hands). If there are ambiguities in the bylaws (and it sure looks like it to me... but I'm not a member of the organization, so my opinion has no weight), it is the responsibility of the organization to interpret its own bylaws. See RONR (11th ed.) pp. 588-591 for some principles of bylaws interpretation to help with that.

Also, look at the exact wording of the motion that was (perhaps) adopted -- if it is a do-nothing motion, which didn't make sense in the first place, maybe it's easier to just move on rather than trying to fix the mess. On the other hand, if it was pretty clearly an instruction to the board, given by the general membership, then the work to clean things up may be worth it.

Another approach (if you think you have the votes) would be simply to rescind the motion at a future meeting. See RONR (11th ed.) pp. 305-310 for details. If you have the votes, that might be a successful approach that is also easier for people to understand (rather than arguing about whether these two people were members, what type of members, and dragging in all that unpleasant stuff about possible conterfeit envelopes marked 'return to sender', etc.

Your organization really should work on clarifying its definition of membership, to help avoid such chaos in the future.

As an aside, we do have husband and wife members who own 4 businesses (2 are his, 2 are hers) and pay dues for each business. While they have never come to the meeting, if they ever did show up, would they get one vote each, or two votes – one for each business they represent?

Again, that's a matter of bylaws interpretation. Each member (whatever a member is under your rules) gets one vote.
Link to comment
Share on other sites

...

I'm wondering what I have the power to do - do I make a ruling that the voting at the Feb. meeting on that topic be null and void, due to the conflict of interest and not be addressed again until the bylaws have been amended?

Well, you shouldn't make a ruling based on 'conflict of interest'. If nonmembers voted, or if a member voted more than once, then you have a p. 251 violation (a continuing breach), and the action (the adopted motion) would be ruled null and void on that basis. Again, keep in mind that the presiding officer doesn't necessarily get the last word. To your last question -- neither you nor the assembly can rule that the matter not be addressed again until the bylaws have been amended -- that would put restrictions on the freedom of action of future sessions (meetings of the assembly) in a way that is not allowed. To try to clarify -- the general membership could give such an instruction to the board (and the board would have to abide by the instructions); or the general membership could refer the matter to a committee; but it can't just forbid itself to touch the question again until some future time.

Or do I make a ruling that the voting stands as is? What about the voting process at the meeting this week?

Don't just rule 'out of the blue' -- a ruling that the motion stands is only appropriate if a challenge (point of order) is raised at the meeting. In general, you shouldn't be reaffirming previously adopted motions -- that makes no sense if you think about it. As for the voting process, hopefully you have a better idea who the members are this time (if that's possible, given the wording of the bylaws).
Link to comment
Share on other sites

Well, you shouldn't make a ruling based on 'conflict of interest'. If nonmembers voted, or if a member voted more than once, then you have a p. 251 violation (a continuing breach), and the action (the adopted motion) would be ruled null and void on that basis. Again, keep in mind that the presiding officer doesn't necessarily get the last word. To your last question -- neither you nor the assembly can rule that the matter not be addressed again until the bylaws have been amended -- that would be put restrictions on the freedom of action of future sessions (meetings of the assembly) in a way that is not allowed. To try to clarify -- the general membership could give such an instruction to the board (and the board would have to abide by the instructions); or the general membership could refer the matter to a committee; but it can't just forbid itself to touch the question again until some future time.

Don't just rule 'out of the blue' -- a ruling that the motion stands is only appropriate if a challenge (point of order) is raised at the meeting. In general, you shouldn't be reaffirming previously adopted motions -- that makes no sense if you think about it. As for the voting process, hopefully you have a better idea who the members are this time (if that's possible, given the wording of the bylaws).

Maybe I'm just saying it wrong - it's not a conflict of interest, per se, but since both the Vice President and the Treasurer send emails to everyone that was at the Feb. meeting, citing the votes were invalid, I feel the issue needs to be addressed, doesn't it?

If I announced the vote at the Feb. meeting as 6 to 5 (and I forgot to count my vote), but the Secretary lists, in her minutes of the Feb meeting, all the votes by name - including my vote - and it comes out as 6 to 7 (but the "6" also includes the votes by the two people who haven't been "members in good standing" of any Chamber since 2009), don't I have to say something concerning the credibility of the votes? And if so, what should that be? Would my vote (as not being announced in the original count), as well as the two 'nonmembers' who voted just get disqualified? Would just my vote not count because I didn't include it in the original announcement - but the nonmembers still count? (that hardly seems fair, but I really don't know WHAT is fair at this point).

Link to comment
Share on other sites

Maybe I'm just saying it wrong - it's not a conflict of interest, per se, but since both the Vice President and the Treasurer send emails to everyone that was at the Feb. meeting, citing the votes were invalid, I feel the issue needs to be addressed, doesn't it?

Sure... if someone brings it up at the meeting. The fact that people sent around e-mails in between meetings has no parliamentary significance. Now, as a practical matter, if everyone comes into the meeting seething with comments about this controversy, perhaps it would be wise of the chair to take the intiative and say something first.

If I announced the vote at the Feb. meeting as 6 to 5 (and I forgot to count my vote), but the Secretary lists, in her minutes of the Feb meeting, all the votes by name - including my vote

Why is the secretary listing everyone's vote by name in the minutes? Was a roll call vote ordered? If not, this information has no place in the minutes. If a counted vote was ordered or taken (as it appears to have been, since you announced a count), those numbers would appear in the minutes.

- and it comes out as 6 to 7

Asking again, where did that 7th vote come from?

(but the "6" also includes the votes by the two people who haven't been "members in good standing" of any Chamber since 2009), don't I have to say something concerning the credibility of the votes? And if so, what should that be? Would my vote (as not being announced in the original count), as well as the two 'nonmembers' who voted just get disqualified? Would just my vote not count because I didn't include it in the original announcement - but the nonmembers still count? (that hardly seems fair, but I really don't know WHAT is fair at this point).

As noted before, your vote apparently wasn't cast and wasn't counted (regardless of what the secretary wrote down in her overly detailed draft minutes). Also, as noted before, if two votes were cast by nonmembers, and if those two votes could have affected the outcome (which they clearly could have, given the numbers you report), then the entire action taken (i.e. the adoption of the motion) is null and void, as per p. 251 ( d ) -- a violation of a fundamental principle of parliamentary law makes for a continuing breach. Similarly, if the two votes were cast by one member (another possibility you suggested in your description), that would also be a violation of a fundamental principle of parliamentary law. You don't just 'disqualify' some of the votes, recount the others, and retroactively announce a different outcome for the motion. The motion (the whole thing, nut just the vote count) is null and void.

Never mind 'fair' -- just follow the rules. Most of the time that actually leads to a fair outcome.

Oh, and to add to your reading 'assignment' -- you, and probably the secretary, should read about what should (and should not) be included in the minutes, starting on p. 468.

Link to comment
Share on other sites

Oh, the "7th" vote was another one of those people who voted, but in my count I had overlooked. The person did have her hand raised - I just didn't see it, and the Secretary wrote down the names of all who voted, but she neglected to tell me my numbers announced didn't add up - she didn't realize that until she was writing up the minutes 3 weeks later.

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...