Ballot With Only Partial Board Approval

[JayW]

Our club recently received a ballot regarding proposed revisions to our "code of conduct", which include three changes. Two of the changes were presented to the Board (as a committee report) in February (and presumably approved, since the minutes reflect no action taken). These two changes were specifically mentioned in the "creation" of the committee (the minutes from that meeting simply say member A and member B volunteered to work on revising the code in those two areas; they do not say anything like "a committee was established to...." ) While the April Board minutes note that the final revision would be presented to the Board in May, it does not appear (from the May minutes) that actually happened.

The ballots were sent to the members this week (we do allow voting by mail in our Bylaws). The ballot is a "yes" or "no" for all changes, rather than an option to vote for each change individually. This has upset some members, who are in favor of the two items previously discussed, but not in favor of the third item that appears to have come from nowhere.

I have entertained the possibility that the minutes are incorrect, and have contacted the president to see if that is the case. If not, what is the fallout? (Or is there any?) Since the committee is ultimately subordinate to the membership, if the membership votes on the change, does it really matter that it was not pre-approved by the Board? (I understand some censure or discipline might befall the committee chair.)

I'm assuming it's too late now to change the ballots to list all three options separately, although that would be the ideal solution!

 

Thanks, as ever.

[Josh Martin]

8 minutes ago, JayW said:

I have entertained the possibility that the minutes are incorrect, and have contacted the president to see if that is the case. If not, what is the fallout? (Or is there any?) Since the committee is ultimately subordinate to the membership, if the membership votes on the change, does it really matter that it was not pre-approved by the Board? (I understand some censure or discipline might befall the committee chair.)

Do your bylaws require that committee recommendations (or the wording of ballots for mail votes) must be pre-approved by the board? How was this committee originally created?

8 minutes ago, JayW said:

I'm assuming it's too late now to change the ballots to list all three options separately, although that would be the ideal solution!

If the ballots have already been sent out, and the committee had the authority to do this, yes, it is certainly too late to change them.

[JayW]

22 minutes ago, Josh Martin said:

Do your bylaws require that committee recommendations (or the wording of ballots for mail votes) must be pre-approved by the board? How was this committee originally created?

The Bylaws state that "Amendments to the code of conduct may be proposed by the Board of Directors" (and also that "The President may also appoint ad hoc committees as may be necessary to accomplish the purposes of the Club.")

The committee was "created", as far as the minutes provide, thusly:

"Member A volunteered to work with Member B on revising the [first change] wording in the code of conduct. Member C also volunteered to work with them on this. [Second change] is to be added to Article 1, Section 2."

 

[Josh Martin]

16 hours ago, JayW said:

The Bylaws state that "Amendments to the code of conduct may be proposed by the Board of Directors" (and also that "The President may also appoint ad hoc committees as may be necessary to accomplish the purposes of the Club.")

The committee was "created", as far as the minutes provide, thusly:

"Member A volunteered to work with Member B on revising the [first change] wording in the code of conduct. Member C also volunteered to work with them on this. [Second change] is to be added to Article 1, Section 2."

Based on this, it seems to me there is some doubt about whether these members are, in fact, part of a committee. It also appears that changes to the code of conduct must first be recommended to the board.

What I am most curious about, however, is how mail ballots are sent. Do your bylaws permit just anyone to create and send mail ballots to the club's membership?

[JayW]

Quote

What I am most curious about, however, is how mail ballots are sent. Do your bylaws permit just anyone to create and send mail ballots to the club's membership?

No, the Secretary sends out the ballots. I've just recently joined the Board so can't say for sure how it's worked in the past, but there was another ballot sent out and that one was presented to and approved by the Board, and I suspect that's generally the way it goes. This particular ballot, as far as I can tell, was submitted directly to the Secretary without going through the Board (well, the Board was aware the ballot would be sent, but did not see the actual ballot before it went out). Part of the confusion is that Member A is now the Board President, and at times seems to have that new-president-Chief-Brody "I can do whatever I want" thing going on. I challenge her on that when I can!

We've since been told that the third change isn't in the minutes because they don't record discussions, just actions. Fair enough, but I still think at some point there should be something in the minutes that says the Board voted to approve sending the ballot to the members. (Does the Board need to approve the actual form of the ballot?)

That raises some other questions, though. Pretending this had been a properly created committee, if the minutes said "The Code Committee presented their proposed changes to the code of conduct with a recommendation that the Board send them to the membership for a vote", would the actual proposed changes need to be in the minutes anywhere? (If I'm reading The Book correctly, the answer is "only if the Board orders it".) Would that make a difference if it wasn't a Committee, but just a couple of Board members working on the issue?

(Sorry, this is turning into a hydra of a question!)

[Bruce Lages]

3 hours ago, Josh Martin said:

Based on this, it seems to me there is some doubt about whether these members are, in fact, part of a committee. It also appears that changes to the code of conduct must first be recommended to the board.

 

 

 Josh - Can you explain why you feel that the brief bylaw quote that JayW presented implies that "changes to the code of conduct must first be recommended to the board"?

[Josh Martin]

On February 26, 2016 at 7:41 AM, JayW said:

No, the Secretary sends out the ballots. I've just recently joined the Board so can't say for sure how it's worked in the past, but there was another ballot sent out and that one was presented to and approved by the Board, and I suspect that's generally the way it goes. This particular ballot, as far as I can tell, was submitted directly to the Secretary without going through the Board (well, the Board was aware the ballot would be sent, but did not see the actual ballot before it went out). Part of the confusion is that Member A is now the Board President, and at times seems to have that new-president-Chief-Brody "I can do whatever I want" thing going on. I challenge her on that when I can!

We've since been told that the third change isn't in the minutes because they don't record discussions, just actions. Fair enough, but I still think at some point there should be something in the minutes that says the Board voted to approve sending the ballot to the members. (Does the Board need to approve the actual form of the ballot?)

Based on the facts presented, I don't see anything you have cited from your rules which requires the board to approve sending out a ballot, let alone requiring the board to approve the actual form of the ballot.

At this point, my thinking is that whatever the membership approves will be final. The only error is that the proposed change was not approved by the board, and if the membership (which is superior to the board) approves the change, I think that is a moot point.

On February 26, 2016 at 7:41 AM, JayW said:

That raises some other questions, though. Pretending this had been a properly created committee, if the minutes said "The Code Committee presented their proposed changes to the code of conduct with a recommendation that the Board send them to the membership for a vote", would the actual proposed changes need to be in the minutes anywhere? (If I'm reading The Book correctly, the answer is "only if the Board orders it".) Would that make a difference if it wasn't a Committee, but just a couple of Board members working on the issue?

If the committee is making a recommendation for action to the board, the motion to implement that recommendation should be included in the minutes. So yes, in that instance, the actual proposed changes should be in the minutes. If an individual board member makes a motion for the board to take action, this is also recorded in the minutes.

On February 26, 2016 at 10:55 AM, Bruce Lages said:

Josh - Can you explain why you feel that the brief bylaw quote that JayW presented implies that "changes to the code of conduct must first be recommended to the board"?

The bylaws state that "Amendments to the code of conduct may be proposed to the Board of Directors." I take this statement to mean that it is required that such changes first be recommended to the board, since the rule is effectively meaningless otherwise.