Election question - ballots count?

[Josh Martin]

I think this is the final question... so if we started to vote with the thought that write-in were not allowed and the results have not been announced, can we re-vote again?  We are already in the 2nd round of voting because the 1st round was a ballot with both names, without an option to submit a blank vote, and the 2nd ballot included was just a space for us to type in the name.

 

No, I don't think it would be order to start over on the grounds that members were misinformed.

[Gary Novosielski]

The bylaws say "A vacancy in all other offices (aside from President) shall be filled by majority vote of the Board of Directors."

So are you saying that even though we have this section in our policies, not in the bylaws, other than that the section above, the policy doesn't matter? We've always operated as that our bylaws tell us what and our policies tell how to do it.

 

I do not think that a simple policy could abridge the voting rights of members.  It would require a bylaws provision.   

 

But I also believe (and I may be in the minority on this) that "majority vote of the board of directors" is not inherently ambiguous.  I believe it means a majority vote, occurring in a meeting of the board of directors, i.e., a majority of those directors present and voting. 

 

RONR presumes that, absent a rule to the contrary, a majority vote determines the outcome.  So I think it's reasonable to presume, in the absence of clearly restrictive language (such as "a vote of a majority of the board" or "a majority of the entire board", or a "majority of those present"), that when the words "majority vote" are contiguous, a phrase like "of the board" or "in a membership meeting" don't change the requirement.".

 

Of course I'm not a member of your society, so my beliefs with respect to your bylaws don't count.

[Josh Martin]

But I also believe (and I may be in the minority on this) that "majority vote of the board of directors" is not inherently ambiguous.  I believe it means a majority vote, occurring in a meeting of the board of directors, i.e., a majority of those directors present and voting. 

 

The "in a meeting" and "present" bits might not apply here, since the vote was taken outside of a meeting, which the bylaws possibly permit (the rule on the subject is apparently quite vague).

[SaintCad]

Was there a deadline to this electronic vote?  If so then it sounds like the vote was 4-0-11 and so A wins.

But it sounds like there is a interpretation that a quorum is needed, perhaps that means 8 votes returned including abstainsions.  If so, I would think that because of the ambiguity involved, the best course of action would be to declare A the winner then address any points of order and let the Board be the ultimate arbiter of that "majority vote" means.  And then rewrite the bylaws so this doesn't happen again.

[Josh Martin]

Was there a deadline to this electronic vote?  If so then it sounds like the vote was 4-0-11 and so A wins.

But it sounds like there is a interpretation that a quorum is needed, perhaps that means 8 votes returned including abstainsions.  If so, I would think that because of the ambiguity involved, the best course of action would be to declare A the winner then address any points of order and let the Board be the ultimate arbiter of that "majority vote" means.  And then rewrite the bylaws so this doesn't happen again.

 

An interpretation that a "quorum" is needed is clearly incorrect. The term "quorum" refers to the minimum number of members that must be present in order to conduct business. Such a term has no meaningful application in this situation.

 

It is possible that the society's rules require a certain number of ballots to be returned in order for the vote to be valid (I have seen such rules) but I haven't heard any facts yet which would suggest that this is the case.

 

It's also possible that the board's rules require a majority of the entire membership, and while I don't personally agree with this argument based on the facts provided, I can at least see where people would get that idea.

[SaintCad]

An interpretation that a "quorum" is needed is clearly incorrect. The term "quorum" refers to the minimum number of members that must be present in order to conduct business. Such a term has no meaningful application in this situation.

 

I completely agree which is why there should be no issue with declaring A the winner.  However it is clear that some members think that "quorum" applies to this situation which means that points of order that a quorum was not present? did not vote? might be raised and should appropriately be ruled against.