implementing email vote

[Guest Linda J]

We have a Board position that was vacated after our annual meeting. Our Bylaws state...

 

If a vacancy occurs on the Board of Trustees, other than in the office of President,

due to resignation or by declaration of the Board, the Board of Trustees shall fill

any such vacancy with an eligible member until the next Congregational meeting,

upon the nomination of the individual by the President and a majority vote of the

Board. Such vote may take place by email if necessary.

 

What would be the correct procedure for taking such a vote? Does the President first have to ask by e-mail for the vote and if the response is unanimously in favor...then is another e-mail sent to vote on nominee?  The email vote was inserted into the Bylaws because in past years there has never been any discussion of the nominees, they have always been approved upon suggestion of President, but the process would take at least two meetings. I understand by law Board members must be unanimous in agreeing to vote because if not a discussion would require a Board meeting.

 

[Josh Martin]

What would be the correct procedure for taking such a vote? Does the President first have to ask by e-mail for the vote and if the response is unanimously in favor...then is another e-mail sent to vote on nominee? The email vote was inserted into the Bylaws because in past years there has never been any discussion of the nominees, they have always been approved upon suggestion of President, but the process would take at least two meetings. I understand by law Board members must be unanimous in agreeing to vote because if not a discussion would require a Board meeting.

RONR does not permit voting by e-mail at all. If your bylaws or applicable law permit e-mail voting, you will have to look to those rules to answer your questions.

Why would this process take at least two meetings, anyway?

[Guest Linda J]

Our old Bylaws stated that 10 days notice was required before vote. The next meeting usually occurred less than 10 days after annual meeting. Therefore, names would be put forth at that meeting and vote would occur at next meeting. New member could not take seat until following meeting two months later unless they were kept in wings while board voted...an awkward position. The intent is to get new Board up and running quickly.  Our Bylaws and state law now say  that the vote may take place by email if all members consent. I am just trying to figure out a protocol. Thanks!