Amending a Main Motion that is voted by Mail

[Guest Kevin Rhatigan]

A special meeting of shareholders is called with a single agenda item, to approve a renovation project valued at $3.63M. The ballots were sent via mail since many shareholders are unable to attend in person. A majority vote is required once the quorum has been established. Attendees at the actual special meeting are expected to be 35 - 40 but total votes will be 225.

Can an amendment be made by a shareholder in the audience and voted only by those present? Or, would all amendments have to be sent to all Owners therefore making the proposed amendment out of order?

[Chris Harrison]

Do your bylaws specifically authorize voting by mail in ballot? If they don't you can't use them (RONR pp. 423-424). Even if they do RONR isn't going to be of much help and even discourages mixing absentee and present votes for this very reason (same citation).

[Gary Novosielski]

And I don't see anything in the rules to suggest that failing to follow RONR's good advice on this issue would make the motion out of order

But it would put you in something of a pickle. Then again, that's often what happens when you fail to follow good advice.

[Steven Britton]

The ballots were sent via mail since many shareholders are unable to attend in person. .

Under whose authority may a mailed ballot be authorized? Check your bylaws.

[Chris Harrison]

I would probably argue that the motion would be out of order unless new ballots with the proposed amendment were sent out to the absent members. By the bylaws authorizing mail in voting I think that would in effect make them "present" members for the purposes of voting and so only allowing the present members to vote on the amendment while shutting out the absentee voters would be no different than handing out ballots to only some of the members attending a meeting (and for whatever reason none of the members left out noticed the ballots being handed out or the voting taking place, or the ballots being collected).

[Steven Britton]

I would probably argue that the motion would be out of order unless new ballots with the proposed amendment were sent out to the absent members. By the bylaws authorizing mail in voting I think that would in effect make them "present" members for the purposes of voting and so only allowing the present members to vote on the amendment while shutting out the absentee voters would be no different than handing out ballots to only some of the members attending a meeting (and for whatever reason none of the members left out noticed the ballots being handed out or the voting taking place, or the ballots being collected).

If the organization is voting at the meeting and taking a mailed ballots outside of its meeting, it's actually allowing absentee voting.

[Chris Harrison]

If the organization is voting at the meeting and taking a mailed ballots outside of its meeting, it's actually allowing absentee voting.

I understand that. What I am saying is that when absentee voting is authorized under the bylaws an absentee voter at a minimum has the right to vote on all questions before the assembly (consisting of present and absent members). If present members are allowed to vote on a question while the absent members are left out of the loop it would seem the rights of the absent members are being violated.