Is this proper?

[Guest club member]

Small 88ish member club - 12 member board

Board meets monthly

Bylaws do not address email voting by the board, but it has been the procdureof the board that if something came before the board for a vote and not all information was avaliabe the board would discuss and agree to take an email or phone vote once that information was received. Example, the insurace needed renewed prior to the next meeting, but the bid was not yet received from one company interested in bidding.

Prior to the last meeting a board member resigned. It was not on the agenda to replace him..

Next meeting is the second week of November.

Today the president sent out the following email to the board: (with some deleations to protect privacy)

Dear Lady and Gentlemen,

I have given a lot of thought to filling the open position on the Board of Directors until the next election in June. It has been indicated by several board members that we could resolve the issue of board vacancies via an email vote. With the change to the Bylaws last year we will need to have the board vote on the replacement.

Board Vacancies - If a vacancy arises on the Board of Directors, the Board will elect by a majority vote a replacement from members in good standing. Such elected members will serve on the Board of Directors until the next General Election at which time the stockholders will elect a replacement to fulfill the original term of the vacated position.

I have only had two members express an interest in filling the position. These two members are xxxx and xxx; while; I believe that both would make excellent board members, I would request that at this time we elect xxx. As a volunteer committee member for the xxxx Committee, I think that he is the most qualified for assisting the club with some of the upcoming projects that we will be addressing.

Please click on either xxx or xxx to cast your vote for the position. This will open as a new email for you to send, if prompted, ignore that it has no subject and click "Send Anyway" the results will go to a special email box that I have set up. As soon as I have the results I will send it out to you. I will be out of touch today and I’ve not tried doing a vote like this before so if you have problems give me a call this evening and we can do it the old fashioned way…talking.

Thanks,

Your thoughts please. I am concerned this is not being done at a meeting where the members are aware of the discussion and an open vote.

Thanks

[JohnR]

No, it is not proper. Voting by e-mail must be specifically authorized in your bylaws. This is an example of what can happen when the rules are ignored for the sake of convenience—you get railroaded.

[Guest club member]

No, it is not proper. Voting by e-mail must be specifically authorized in your bylaws.

Question, so is it wrong just becuase email voting is not in the bylaws? I was thinking it was also wrong becuase the vote was not being taken in an open setting, thereby deying the members.....so on and so on.....

Thanks

[JohnR]

You're right. It's also wrong because nominations are debatable and deliberation is supposed to take place at a meeting. Any departure from this principle must be written into your bylaws.

[Guest Edgar]

I was thinking it was also wrong because the vote was not being taken in an open setting, thereby denying the members.....so on and so on.....

Just as long as, by mentioning "members" and "open setting", you're not suggesting that members of the club who are not members of the board would have any rights at a meeting of the board.

[Guest club member]

Just as long as, by mentioning "members" and "open setting", you're not suggesting that members of the club who are not members of the board would have any rights at a meeting of the board.

No, I did not mean to imply that club members would have any imput in the process.

I was more concerned:

1. That it keeps club members from hearing any debate by the board concerning the nomintations.

2. It keeps from there being any further nominations made by board members. (and no clue if that would happen)

2. The way it is setup where the board member is supposed to click on a name to vote, it is blocking any debate at all, even by email.

[JohnR]

Agree with your points, although as Edgar notes, club members don't have the right to be present at a board meeting. Of course, your board can allow them to attend if it wishes.

[Sean Hunt]

It also sounds like there are no write-in votes permitted, which is equally erroneous.

[Guest club member]

You're right. It's also wrong because nominations are debatable and deliberation is supposed to take place at a meeting. Any departure from this principle must be written into your bylaws.

Been trying to find this....where in Robert's does it say that nominations are debatable and deliberation is supposed to take place at a meeting?

Thanks

[David A Foulkes]

Been trying to find this....where in Robert's does it say that nominations are debatable and deliberation is supposed to take place at a meeting?

Thanks

If you look at tinted page 18 (#49) and read across, you'll see nominations are debatable. Unless the bylaws or other rules allow for extra-meeting activities (such as making motions, debating and voting, perhaps by email or teleconference), then all business conducted, including debate on pending motions must take place (in person) at a properly scheduled/called meeting.

[JohnR]

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present."

RONR (11th ed.), p.97, ll.8-14

[Guest club member]

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present."

RONR (11th ed.), p.97, ll.8-14

Thanks

[sMargaret]

Anyone else concerned about "I believe that both would make excellent board members, I would request that at this time we elect xxx."

Leaving aside the very pertinent issue of voting by email, I am surprised that the Chair would request that people vote in one particular manner (which the Chair would be able to track).

[JohnR]

That's what I meant by "railroaded." I'm not at all surprised a board president would pull this. I've seen it happen before.

[David A Foulkes]

Anyone else concerned about "I believe that both would make excellent board members, I would request that at this time we elect xxx."

Leaving aside the very pertinent issue of voting by email, I am surprised that the Chair would request that people vote in one particular manner (which the Chair would be able to track).

Well, the whole voting by email sent to the President instead of by ballot at a duly called meeting issue aside, it seems that what we have here is some campaigning going on. After all, nominations are debatable, and it seems like the President is laying out his case for xxx over xxxx. He even acknowledges that xxxx would make an excellent board member, just thinks xxx has better qualifications. And there is only a "request" to vote a certain way, not a demand. Had this been handled at a meeting, with voting by secret ballot, I don't see what the problem would be.

[Guest Thoughts]

In the email the President states: "It has been indicated by several board members that we could resolve the issue of board vacancies via an email vote." Couple of thoughts, 1. the board members spoken of are possibly setting the president up for embarrassment reasons?. 2. Notice the word vacancies - plural, yet they seem to be only electing one position. Does he plan for this to be the standard way to vote on issues in the future? 3. With actions like this, why have meetings? A president can simply email the board, tell them how to vote and totally dispense with meetings.

[sMargaret]

Well, the whole voting by email sent to the President instead of by ballot at a duly called meeting issue aside, it seems that what we have here is some campaigning going on. After all, nominations are debatable, and it seems like the President is laying out his case for xxx over xxxx. He even acknowledges that xxxx would make an excellent board member, just thinks xxx has better qualifications. And there is only a "request" to vote a certain way, not a demand. Had this been handled at a meeting, with voting by secret ballot, I don't see what the problem would be.

Presumably with a board of a dozen people, then, they can choose whether or not to operate under the relaxed rules where the Chair does not have to be seen to be neutral - although I would wonder which rules the board would choose to operate by.