Conference Call Voting

[Guest Linda J]

I am not sure that RONR mentions conference call voting but our state allows it if our bylaws don't object.

(c) [Eff. July 1, 2014.  See, also par. (c) above.]  Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or of any committee thereof who is not physically present at a meeting of the board or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication.  Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee.

My question:    Board members will insist on a ballot vote for an upcoming vote because it involves personnel. Any ideas on how to facilitate a ballot vote when one person is on conference call? As stated above, that person is entitled to vote. This isn't considered a proxy vote because the person is considered present and also proxy voting rules apply to members of an organization not board members.

 

 

[Joshua Katz]

I am not convinced that this statute is applicable if the organization has adopted RONR in its bylaws.  The bylaws, I'd say, so "otherwise restrict," by virtue of adopting a parliamentary authority which says such votes may not be taken unless otherwise provided for in the bylaws.  If the statute said that it doesn't matter what your bylaws say, that would be one thing.

That said, I suppose a ballot could be approximated by using a website like SurveyMonkey that lets you create a poll and give each person a one-time access code.

[jstackpo]

Another way to get a sorta-ballot vote from the conference caller might be to get a (discrete) non-board member to come in to the meeting, be sworn to secrecy,  take the vote over the phone, then fill in the ballot.  The caller would have to agree, too, of course.

[Hieu H. Huynh]

24 minutes ago, Guest Linda J said:

I am not sure that RONR mentions conference call voting...

See FAQ #19 for what RONR says about conference calls.

[Guest]

13 minutes ago, jstackpo said:

Another way to get a sorta-ballot vote from the conference caller might be to get a (discrete) non-board member to come in to the meeting, be sworn to secrecy,  take the vote over the phone, then fill in the ballot.  The caller would have to agree, too, of course.

Wouldn't that be considered proxy voting?

[Kim Goldsworthy]

31 minutes ago, Guest Linda J said:

Board members will insist on a ballot vote for an upcoming vote because it involves personnel.

Any ideas on how to facilitate a ballot vote when one person is on conference call?

As stated above, that person is entitled to vote.

This isn't considered a proxy vote because the person is considered present and also proxy voting rules apply to members of an organization not board members.

Q. What is to prevent the absentee member from voting "electronically" another way?

i.e., have the member:

   • fax his vote to a secure location.

   • e-mail his vote to a secure party or secure computer.

The party who receives the fax or email can be a non-member who is directed to pass along the vote on a hard copy document (fax or email print out) to the appropriate tellers committee, i.e., the committee who is collecting all ballots -- without revealing the contents of the hard copy to anyone else.

 

[jstackpo]

Well, maybe, but it is a very "limited" proxy - all he trusted person is doing is transcribing what the caller ays.

But none of this in RONR, so you are basically on your own in interpreting how you do this.

And, of course, if the issue is not controversial, resulting in a very lopsided vote, the caller can just abstain and the motion will presumably pass (or be defeated) with no question.

[Richard Brown]

38 minutes ago, Godelfan said:

I am not convinced that this statute is applicable if the organization has adopted RONR in its bylaws.  The bylaws, I'd say, so "otherwise restrict," by virtue of adopting a parliamentary authority which says such votes may not be taken unless otherwise provided for in the bylaws.  If the statute said that it doesn't matter what your bylaws say, that would be one thing.

That said, I suppose a ballot could be approximated by using a website like SurveyMonkey that lets you create a poll and give each person a one-time access code.

I'm not convinced that the adoption of RONR as the parliamentary is sufficient to override the language of the statute . I don't see this as equivalent to the RONR restriction on proxy voting. In this case the statute says the member is considered present .

I'm on my cell phone and don't have RONR handy but will research it and follow up ASAP . 

I don't have a ready answer as to how to handle a secret ballot request, but it may be that the member participating by Phone will have to give up his right to a secret ballot. I have to think about that. 

More later. Interesting question!

[Sean Hunt]

52 minutes ago, Richard Brown said:

I'm not convinced that the adoption of RONR as the parliamentary is sufficient to override the language of the statute . I don't see this as equivalent to the RONR restriction on proxy voting. In this case the statute says the member is considered present .

I'm on my cell phone and don't have RONR handy but will research it and follow up ASAP . 

I don't have a ready answer as to how to handle a secret ballot request, but it may be that the member participating by Phone will have to give up his right to a secret ballot. I have to think about that. 

More later. Interesting question!

I am inclined to agree that the default language in RONR does not mean that it overrides statutory defaults, except for the one regarding proxy voting.

EDIT: Although the footnote on p. 580 would imply the opposite.

[Dan Honemann]

The reason behind what is said in RONR (11th ed.) on page 429, lines 10-14, is that adoption of RONR as parliamentary authority by prescription in the bylaws should be treated, and is intended to be treated, as effectively incorporating the rules contained in RONR into the bylaws as a part of the bylaws themselves, and this same reasoning is reflected in the footnote on page 580.