Vote valid? Confidentiality Breached?

[Guest Nnacy N.]

T. Raison said, "If the 3 present voted plus the person on the phone, but the chair abstained, was that a valid majority?"

 

How did the three vote, T.R.??  Mindful that you have one astention, the chair, and one nonentity, the telephone.

If the chair is a voting member of the board, i.e. one of the seven voting members, that would be a valid majority, under RONR. 

 

While a point of order could have been raised at the time, it was not and it is too late to raise one (p. 251, ll. 3-10, fn., see also, p. 17, ll. 22-25).

 

What difference does the chair make, JJ?  He abstained, right?

 

Whatever do you think a point of order would have been about?

[T_Raison]

I don't know yet how the votes were cast. I have asked for the count of yay, nay etc. But since the chair normally abstains unless there is a tie, I wanted to know if the vote was invalid due to the person on the phone.

[J. J.]

T. Raison said, "If the 3 present voted plus the person on the phone, but the chair abstained, was that a valid majority?"

 

How did the three vote, T.R.??  Mindful that you have one astention, the chair, and one nonentity, the telephone.

 

What difference does the chair make, JJ?  He abstained, right?

 

Whatever do you think a point of order would have been about?

 

The point of order, from what I understand, would be that fewer than bylaw required more than 50% of the members voted in favor of the motion. 

[J. J.]

I don't know yet how the votes were cast. I have asked for the count of yay, nay etc. But since the chair normally abstains unless there is a tie, I wanted to know if the vote was invalid due to the person on the phone.

 

 

His vote would not be valid, but a point of order that not enough members present had voted in favor of the motion would have had to have been raised at the time.  It is too late to challegne this.

[T_Raison]

They had the meeting when the board member in question was not available and did not notify him that they were going to discuss anyrhing related to discipline. Gave him no chance for a defense.

[Guest Nancy N.]

They had the meeting when the board member in question was not available and did not notify him that they were going to discuss anyrhing related to discipline. Gave him no chance for a defense.

TR, you said (Post 3, Dec. 5) you were going to read the bylaws on discipline:  have you had a chance?  What the bylaws say on this will influence, if not outright determine, the answers here.

 

Oh, and given this, from Post 1 (AKA The Original Post):

"They did not publish the number of votes and only stated a "majority" voted in favor of the disciplinary action" --

-- I'm pretty sure we don't need to know how the three voted:  I shouldn't have asked.

[Josh Martin]

They had the meeting when the board member in question was not available and did not notify him that they were going to discuss anyrhing related to discipline. Gave him no chance for a defense.

 

Right, but your bylaws apparently have customized disciplinary procedures, and those procedures might not give the member the right to notification or a defense.

[T_Raison]

So this was the response by the board regarding using email and/or other electronic means.

 

"Robert's Rules explicitly state that they cover meetings. They contain no other rules that bind an organization other than the definition of what a meeting is.

 

The section on parliamentary authority which states that we use Robert's Rules is explicitly under Article IV, Section 6: Meetings.

 

A meeting is, by definition: "an assembly of people, esp. the members of a society or committee, for discussion or entertainment."

 

A vote taken over email is, by definition, not a meeting.

 

Robert's Rules therefore do not cover said process.

 

There is nothing in our by-laws or P&P that requires voting to only occur at meetings."

 

Any comments? Please let me know if I'm wrong in correcting the Board about the bylaws and asking them to amend by adding information on using email/teleconference to vote.

[Josh Martin]

Any comments? Please let me know if I'm wrong in correcting the Board about the bylaws and asking them to amend by adding information on using email/teleconference to vote.

 

The board is quite wrong (except for the part about a vote by e-mail not being a meeting). The board should review pg. 1 (especially the second bullet point and the related footnote) and pgs. 97-99 in The Right Book.

[T_Raison]

The board is quite wrong (except for the part about a vote by e-mail not being a meeting). The board should review pg. 1 (especially the second bullet point and the related footnote) and pgs. 97-99 in The Right Book.

 

They are saying they can vote by email BECAUSE it's not a meeting and therefore don't have to put it in the bylaws.

[Guest Edgar]

"There is nothing in our by-laws or P&P that requires voting to only occur at meetings."

 

They are saying they can vote by email BECAUSE it's not a meeting and therefore don't have to put it in the bylaws.

What's needed is not a rule that requires voting only at meetings since that's the default. What's required (and apparently missing from your governing documents) is a rule that authorizes absentee voting (e.g. voting by e-mail).

 

Your board seems to be arguing that it can do whatever it wants as long as it's not done at a meeting. You might want to point out that your board can't function as a board except at a meeting. You could say that the board doesn't "exist" except when it's meeting.

 

[Josh Martin]

They are saying they can vote by email BECAUSE it's not a meeting and therefore don't have to put it in the bylaws.

 

I understand what they're saying. They're just wrong.

 

There's also a subsection on Absentee Voting which begins on pg. 423, and this is specifically discussed in the context of boards on pgs. 486-487. The board apparently didn't try very hard if it couldn't find the rules which say they can't do this.

[Guest Nancy N.]

I've been looking at this meandering, chaotic discussion thread for a half hour now, over a few reads, and I have a couple of thoughts -- maybe even none of them about the OP's substantive questions..

 

1.  It is almost completely unobjectionable for the Original Poster,Guest_T_Raison_, to have posted his original post as he did, especially with his being new to this forum.  Of course it would have been better if some of his somewhat unrelated questions had been posted as separate discussion topic threads, but Guest_T_Raison_ really cannot be faulted for not knowing how this discussion board works well.

 

2.  Josh's reply (Post 2) is similarly unobjectionable (on procedural grounds).

 

3. But, I think we should learn, the response to Post 3's "on another note" should have been a polite but firm insistence that this question be spun off to another discussion thread.  Here's where I, and patently some other posters, lost track of what was being discussed,

 

Post 3 mostly consisted of replies to Josh's questions in Post 2.  I don't think I see any follow-up to those replies -- which follow-up is what the thread is about;  -- at least that's what it was about until Josh replied to "another note", when it spun out of orbit, all further discussion, as far as I can keep track, following this tangent.

 

3 (a).  So was the discussion done with the thread as of Josh's first replies to the original post's questions, or is anything hanging?  (I'm looking at Post 35 as an example, clearly germane to its own sub-discussion, but almost gibberish as far as most of the other 37 posts -- so far -- are concerned.)

 

3 ( b ).  or were any other questions left hanging? Can anyone tell by now?

 

-- C'mon: look at the thread's title.

[Guest Sir Quelar]

They are saying they can vote by email BECAUSE it's not a meeting and therefore don't have to put it in the bylaws.

It's a perfect circle--we say it's illegal because it's not done at a meeting; they say it's legal because it's not done at a meeting.

 

Yikes, hair-pulling time.

 

(legal isn't the right RONR word, but you know what I mean)

[Josh Martin]

3 (a).  So was the discussion done with the thread as of Josh's first replies to the original post's questions, or is anything hanging?  (I'm looking at Post 35 as an example, clearly germane to its own sub-discussion, but almost gibberish as far as most of the other 37 posts -- so far -- are concerned.)

 

3 ( b ).  or were any other questions left hanging? Can anyone tell by now?

 

-- C'mon: look at the thread's title.

 

I don't believe the OP ever answered whether the customized disciplinary procedures in the bylaws grant the accused the right to notification or a defense. I think we've determined by now that, unless that is the case, the board's action does not appear to be null and void unless the vote cast by e-mail could have affected the result.

 

On an unrelated note, the board needs to stop conducting any votes by e-mail unless the bylaws are amended to allow it (preferably along with some rules on how that works).

[T_Raison]

I am new to this forum and Robert's Rules. I apologize for a meandering line of questions. To me they are all related, however to you, it is best to separate them. I understand.

 

Follow up details:

The discipliary procedures are as follows specific to board members:

Bylaws:

"B) If a Board Member is neglectful of his/her duties or behaves in a manner that would jeopardize the confidentiality or trust of the membership, a majority of remaining Board Members may vote to address these issues based on the steps outlined in the Policies and Procedures."

Policies and procedures
"Accountability:

If at any time peer Board Members determine that the duties of any Board Member are being neglected, and/or confidentiality or trust of membership is jeopardized, a call of an outlined plan for improvement could be made by a majority of the Board.  Further measures may also be taken as outlined in Bylaws Impeachment and/or Replacement of Board Members section."

 

Neither document says anything about notification or defense for board members.

 

And now going through and verifying the wording in the documentation, it says in the bylaws they must vote, yet they are saying they didn't vote. Which I'm assuming they would want to say if they did not want the "vote" challenged on the basis that using email to vote or using a vote from a phoned-in board member are illegal.

 

Further, the board now says that what they did was not discipline and it did not require a vote. But verifying the information clearly shows in the bylaws that they needed to vote. It was a written plan of improvement...that a majority was for....but they are now saying they didn't vote...but it was discussed through email...but not the board's official email otherwise the board member in question would have known. (it's confusing to me too and contradictory).

Other disciplinary procedures for regular members are more thorough and written out, but only allow for a defense after the warning/sanction has been issued. A guilty until you prove yourself innocent at the next board meeting kind of thing.

I do appreciate all the help you all have given me. The membership is now aware, the board will be talking about amending the bylaws in 2014 when the new board sits. However I am not convinced they take any of this seriously and will just add language that allows email and other forms of electronic voting without fleshing out the rules or details. Or, even decide not to use Robert's Rules at all. They don't seem to like following rules.

The end result is that I am enemy #1 for pointing out the gaps and where they are trying to mislead the membership. The board member in question most likely will not be voted back into office. Some of the board members that used "transparency" as the reason behind the public shaming of the board member, yet conduct business without any transparency will be on the board most likely...The entire situation is a mess.

[T_Raison]

I'm sorry, it says "may vote," which I guess can be interpreted as may or may not vote.

[Josh Martin]

And now going through and verifying the wording in the documentation, it says in the bylaws they must vote, yet they are saying they didn't vote.

 

I don't think the wording in the bylaws prevents the board from using unanimous consent, which seems to be what the board is suggesting it did.

 

Further, the board now says that what they did was not discipline and it did not require a vote. But verifying the information clearly shows in the bylaws that they needed to vote. It was a written plan of improvement...that a majority was for....but they are now saying they didn't vote...but it was discussed through email...but not the board's official email otherwise the board member in question would have known. (it's confusing to me too and contradictory).

 

My previous understanding was that there was a meeting, but one member participated by e-mail. If the board is instead suggesting that the process was conducted in its entirety by e-mail, then this is null and void since the bylaws do not authorize the board to conduct business by e-mail, and even if they did, the board member in question would need to be included in those e-mails.

 

I do appreciate all the help you all have given me. The membership is now aware, the board will be talking about amending the bylaws in 2014 when the new board sits. However I am not convinced they take any of this seriously and will just add language that allows email and other forms of electronic voting without fleshing out the rules or details. Or, even decide not to use Robert's Rules at all. They don't seem to like following rules.

 

The end result is that I am enemy #1 for pointing out the gaps and where they are trying to mislead the membership. The board member in question most likely will not be voted back into office. Some of the board members that used "transparency" as the reason behind the public shaming of the board member, yet conduct business without any transparency will be on the board most likely...The entire situation is a mess.

 

It would seem that if you really want change you're going to need to convince your fellow members to elect different board members.

[T_Raison]

My previous understanding was that there was a meeting, but one member participated by e-mail. If the board is instead suggesting that the process was conducted in its entirety by e-mail, then this is null and void since the bylaws do not authorize the board to conduct business by e-mail, and even if they did, the board member in question would need to be included in those e-mails.

 

It would seem that if you really want change you're going to need to convince your fellow members to elect different board members.

 

My assumption was because the meeting minutes indicated that there were 4 board members present plus another "available by text/phone" and that the chair only votes in a tie, that they voted at the meeting. However after I brought all this up, they said that they did not vote at the meeting. So I said that email voting is not allowed either, then they said they didn't vote by email, they discussed, etc.

 

And yes, I wish that I could convince them. Perhaps I'll send a link to this forum entry to the membership...

[Josh Martin]

My assumption was because the meeting minutes indicated that there were 4 board members present plus another "available by text/phone" and that the chair only votes in a tie, that they voted at the meeting. However after I brought all this up, they said that they did not vote at the meeting. So I said that email voting is not allowed either, then they said they didn't vote by email, they discussed, etc.

 

A board cannot conduct business (make decisions) by e-mail, no matter what they call it, unless the bylaws so provide. They can discuss it all they want, but the final decision must be made at a meeting, by people who are at the meeting. This is the case regardless of whether that decision is made by a vote or by unanimous consent.

[SaintCad]

What confuses me is what was the discipline handed out?  Was it a formal reprimand for breaching confidentiality or something like removal from office?

As for the vote, it sounds like 4 present + 1 on the phone and apparently from the 5 "votes" it was 3-1-1 (Chair abstaining).  If that is the case and the phone vote is discarded then it is 2-1-1 and the motion failed (maybe). But that raises an interesting question.  If the Chair cannot vote unless they are tied, does the Board count his non-vote as an abstaintion?  If not then the vote is 2-1 and it carries.

 

But now it sounds like they're saying there was no vote and therefore no discipline handed out.

[Josh Martin]

What confuses me is what was the discipline handed out?  Was it a formal reprimand for breaching confidentiality or something like removal from office?

 

The OP calls it a "plan of improvement" in Post #41, so it sounds more like the former.

 

As for the vote, it sounds like 4 present + 1 on the phone and apparently from the 5 "votes" it was 3-1-1 (Chair abstaining).  If that is the case and the phone vote is discarded then it is 2-1-1 and the motion failed (maybe). But that raises an interesting question.  If the Chair cannot vote unless they are tied, does the Board count his non-vote as an abstaintion?  If not then the vote is 2-1 and it carries.

 

It is not correct that the chair cannot vote unless the board is tied unless the bylaws so provide. Additionally, the motion passes in all the scenarios you've described unless the society's rules provide that it is based on a majority of the members present or a majority of the entire membership.

 

But now it sounds like they're saying there was no vote and therefore no discipline handed out.

 

I think the implication is that the board made its decision by unanimous consent rather than by taking a formal vote.

[SaintCad]

It is not correct that the chair cannot vote unless the board is tied unless the bylaws so provide. Additionally, the motion passes in all the scenarios you've described unless the society's rules provide that it is based on a majority of the members present or a majority of the entire membership.

 

I misread post #23, you are correct.