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Guest Art

BOD and mailed in ballots as part of quorum in membership meeting/elections?

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Guest Art

Hello and good afternoon.  We are relatively inexperienced in parliamentary procedure and appreciate any guidance.  We are a small voluntary service organization (approx. 110 members) with a BOD with minimum of five elected officers but can be expanded up to 10 because of Chairs of Committees.  Per bylaws, all people on BOD must be active, paid members of the organization.  Our bylaws state we must have an annual meeting with elections.  Bylaws also state that any membership meeting (which includes our annual meeting) must have 15 members for quorum.  We just had our annual meeting and held elections.  We had exactly 15 people present if you include BOD persons; we had 17 votes when you add in the mailed in absentee ballots.  So we are not sure if we had quorum.  One person states that BOD people don't count towards quorum.  One person says that in membership meetings where BOD are required to members, that yes, they do count.  Also, let's say only 14 people show up but we have over 15 votes because of mail in ballots, do the people who mailed in a ballot count towards quorum.

 

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Under Robert's Rules, the fact that someone is a member of the board of directors has absolutely no impact on their rights at a member meeting. They either are a member (as your bylaws require) or are not. If they are a member, then they have exactly the same rights to vote, speak, make motions, and count towards quorum as any other member, no more no less.

To accept mail-in ballots, your bylaws must prescribe a mail vote. Moreover, while your bylaws could overrule this, Robert's Rules cautions that it is an extremely bad idea to mix votes cast by absentees with those cast by those present. If your bylaws provide for a mail vote without specifying that the votes are to be mixed with votes from those present, then that means that the entire vote must be taken by mail. In any case, however, getting to your question, quorum is (unless your bylaws state otherwise) measured by the number of people actually present at the meeting. Even if your bylaws provide for a mail vote to be counted alongside votes from the meeting, that does not change the number of people who showed up. There may, after all, be other items of business brought forward of which the absent members are unaware.

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50 minutes ago, Alexis Hunt said:

Under Robert's Rules, the fact that someone is a member of the board of directors has absolutely no impact on their rights at a member meeting. They either are a member (as your bylaws require) or are not. If they are a member, then they have exactly the same rights to vote, speak, make motions, and count towards quorum as any other member, no more no less.

To accept mail-in ballots, your bylaws must prescribe a mail vote. Moreover, while your bylaws could overrule this, Robert's Rules cautions that it is an extremely bad idea to mix votes cast by absentees with those cast by those present. If your bylaws provide for a mail vote without specifying that the votes are to be mixed with votes from those present, then that means that the entire vote must be taken by mail. In any case, however, getting to your question, quorum is (unless your bylaws state otherwise) measured by the number of people actually present at the meeting. Even if your bylaws provide for a mail vote to be counted alongside votes from the meeting, that does not change the number of people who showed up. There may, after all, be other items of business brought forward of which the absent members are unaware.

Alexis I agree with the first paragraph of your answer but not with the second paragraph concerning mail ballots. 

I agree that voting by mail is not permitted unless authorized in the bylaws. However, RONR does not  say that mail ballots cannot be mixed with the ballots of those who vote in person. RONR says they SHOULD NOT be mixed but does not say they CANNOT be mixed. The election will still be valid even if mail ballots and in-person ballots are mixed together. It is not an either/or situation.

Mixing mail ballots with in-person ballots is problematic because those who vote by mail may not be voting on precisely the same issues or for precisely the same candidates as those who are present at the meeting and voting in person.

I agree that mail ballots do not count towards the quorum unless the bylaws or controlling state law provide otherwise.

Edited to add:  See "Absentee Voting" on pages 423-424.

Edited by Richard Brown
Added last paragraph

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Guest Art

 

Thank you.  

As for mail-in ballot question, I ask for this reason:  Our bylaws are absolutely clear that absentee ballots for our annual elections are allowed to give members the right to vote if they can't make the meeting.  The final vote for BOD officers always include both in-person and absentee ballot votes.  But the annual elections are always at our annual meeting.  As for voting for other annual meeting matters (amending bylaws, etc...), they are silent.  I don't think that was ever contemplated.  Nor would I recommend it either.

It seems there is an inherit conflict or gap in our bylaws.  One one hand, it states 15 people must be present for quorum for annual meeting.  And our annual elections must be by written ballot at our annual meeting.  But the bylaws also states that absentee ballots are valid to give all our members an opportunity to vote in annual elections.  I don't think we could bifurcate the elections from the meeting.  So, I'm thinking we are giving the members a false impression that their absentee ballots always count.  They really don't if 15 people don't show up.  

If only 14 people show up, the annual meeting doesn't have quorum.  Yet, we could have a situation where 20 people voted on the elections because of the combination of in-person and mailed in ballots.  And the mail in ballots wouldn't count.  But if 15 people do show up, then the mail in ballots would count.  Something just doesn't seem right.  Like I said, I don't think this situation was contemplated.  Maybe that's the situation RONR is trying to avoid.  I'll buy the book and read it.

We are aware that membership engagement is low and are working on it.  We should be able to get more than 15 out of 110 members to show up.  But it's the situation we are currently in.  It seems most members pay their dues but never do anything with the organization.  I'm guessing they just want to list it on their resume.

Thank you for your input.

 

 

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I suggest you either offer dancing girls (or guys) and free beer at your annual meeting or you amend your by-laws to provide for a lower quorum. Or prohibit voting by mail.

Your analysis of the situation where you do not have a quorum present but 20 or more people may submit mail-in ballots is correct. Unless you amend your bylaws, you must have 15 members present in order to have a quorum and conduct business (except for the four things you can do in the absence of a quorum).

Edited by Richard Brown
Typographical corrections

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1 hour ago, Richard Brown said:

 

I agree that voting by mail is not permitted unless authorized in the bylaws. However, RONR does not  say that mail ballots cannot be mixed with the ballots of those who vote in person. RONR says they SHOULD NOT be mixed but does not say they CANNOT be mixed. The election will still be valid even if mail ballots and in-person ballots are mixed together. It is not an either/or situation.

 

Agreeing, I will note that if the question is put first, members in attendance vote, and then the ballots are mailed out to the members that did not vote, it is possible to mix the ballots.  It is necessary to keep an accurate record of who voted at the meeting, and, generally, that there be a second meeting to formally declare the result (and hear any challenges).

It also takes authorization in the bylaws to do this, properly. 

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59 minutes ago, Guest Art said:

 

 

If only 14 people show up, the annual meeting doesn't have quorum.  Yet, we could have a situation where 20 people voted on the elections because of the combination of in-person and mailed in ballots.  And the mail in ballots wouldn't count.  But if 15 people do show up, then the mail in ballots would count.  Something just doesn't seem right.  Like I said, I don't think this situation was contemplated.  Maybe that's he situation RONR is trying to avoid.  I'll buy the book and read it.

A quorum is the numbers of members at the meeting needed to conduct  business, not the number of votes cast.  Warm bodies, not pieces of mail.  You would be free to redefine that in your bylaws.   

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