Bylaws Interpretation

[Guest Dazed&Confused]

Hello all, I'm hoping for your help. I have questions regarding the interpretation of the word "may" in Bylaws.

A Bylaw states:
"Voting by eligible members on all matters may be conducted by mail or electronic media. Members will reserve the right to opt out of electronic voting and may request a paper ballot to be returned via US Mail."

My understanding is that mail or electronic voting MAY or MAY not take place in addition to or in place of voting in person at the meeting.
HOWEVER - if electronic voting has occurred in prior procedures, should it become expected to continue electronic voting going forward or does "may" still mean you could not have it.

Thanks.

[Joshua Katz]

Well, as a general matter, bylaw interpretation is a matter for your organization to address, not outsiders like us. 

In this case, though, I'm puzzled as to what the alternatives are supposed to be. Here's one that's obviously wrong - it can't be the case that you must hold a vote by mail or electronic media. What if you have nothing to decide? 

You write:

6 minutes ago, Guest Dazed&Confused said:

 My understanding is that mail or electronic voting MAY or MAY not take place in addition to or in place of voting in person at the meeting.

That sounds right, and I can't imagine what else it could mean. For that, you ask:

7 minutes ago, Guest Dazed&Confused said:

HOWEVER - if electronic voting has occurred in prior procedures, should it become expected to continue electronic voting going forward or does "may" still mean you could not have it.

I am not clear what this means. Votes may be held by mail or by email. Nothing in what you've quoted (one reason we don't do bylaw interpretation, among many, is that you can't do it effectively without knowing the full bylaws) suggests that you can't vote the old-fashioned way, i.e. at a meeting. Is that your question, whether this provision prevents voting at a meeting? I would say it clearly does not, at least if RONR is your parliamentary authority. Voting at a meeting is the default - your bylaws may authorize other means, but unless your bylaws explicitly outlaw meetings, I don't see any argument to the contrary. (Well, I guess I can imagine one, but it's a bad argument.) 

[Guest Dazed&Confused]

I see the confusion. For clarity:
Voting for things such as dues or special assessments DO take place at a meeting. Additionally, there is a bylaw that states voting MAY be conducted by mail or electronic media. In the past, any dues increases or special assessments have had votes at the meeting AND by electronic media/mail - doing so increased the voting turnout of the general membership rather than the small percentage that attended the meeting. Recently, a dues increase and assessment were voted on at the meeting ONLY. And as expected, a very small percentage of the membership was in attendance. The vast majority were not able to submit a vote because of the in-person meeting was the only option to vote - no alternatives were offered such as electronic media or paper. SO, my question - if the alternative has been established, then does it become expected? OR does the board still have the option to say no alternatives required since the wording of the bylaw contains "may".

[Guest Zev]

When you say "in addition to," observe:

Quote

An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result.

RONR, 11th edition, page 423.

If there is any ambiguity in the interpretation of a bylaws article, perhaps the OP should consider an amendment that would either clarify or indicate the procedure in the eventuality of an exception.

[Joshua Katz]

46 minutes ago, Guest Dazed&Confused said:

In the past, any dues increases or special assessments have had votes at the meeting AND by electronic media/mail - doing so increased the voting turnout of the general membership rather than the small percentage that attended the meeting.

Does this mean, as Guest Zev suggests, that the votes were added, or that two separate votes were held? If the former, I agree with Guest Zev. If the latter, it seems clear to me (my opinion, which is not binding on your organization) that the quoted language does not require, or even envision, two votes on the same motion.

[Nathan Zook]

2 hours ago, Guest Dazed&Confused said:

...

- if the alternative has been established, then does it become expected? OR does the board still have the option to say no alternatives required since the wording of the bylaw contains "may".

You are here to ask about parliamentary procedure, so I'm going to edit your question as follows:

"Do the previous actions under the the conditions described create a binding precedent on the board?"

My answer is "no".

First, the term "may" does not auto-convert to "must" unless there is some explicit rule that says so.

Second, the bylaw in question would appear to permit an all-absentee vote.  It does not mention a combined vote, which as previously quoted, is strongly discouraged.  For that reason, absent additional rules, to the contrary, I would expect that the combined votes were out of order.  (If, after opening ceremonies, the chair would collect any mailed ballots that members had brought, potentially replacing lost or misplaced ballots, and then ordered that the ballots be counted without there being any debate on the motion, and no voting by members present except by ballot--that would appear to me to be acceptable.)

Yeah, that would go over REAL well with the organization if such a point were sustained and the assembly then went ahead and voted while ignoring the absentee votes.  Don't do that.  Delay the vote.

But as for the board suddenly changing its procedure, we can speculate on the board's reasoning all we want (as long as we are not debating a motion), but I see nothing to prevent it.

As mentioned, however, the assembly has the right to interpret its rules.  That is, those present at a properly called meeting.  Not us.  It pays to show up.

 

[Richard Brown]

9 hours ago, Guest Dazed&Confused said:

Hello all, I'm hoping for your help. I have questions regarding the interpretation of the word "may" in Bylaws.

A Bylaw states:
"Voting by eligible members on all matters may be conducted by mail or electronic media. Members will reserve the right to opt out of electronic voting and may request a paper ballot to be returned via US Mail."

As Mr. Katz pointed out, it is ultimately up to your organization to interpret its own bylaws. I personally interpret that provision as being permissive, meaning that a vote may be taken by mail or electronically in a particular situation as directed by the membership or, if authorized, by the board. I personally do not interpret it to mean that all votes must be taken electronically or by mail.

9 hours ago, Guest Dazed&Confused said:

My understanding is that mail or electronic voting MAY or MAY not take place in addition to or in place of voting in person at the meeting.

Regarding your statement above that I have bolded, I agree with guest Zev that you should take particular note of the strong admonition in RONR against combining votes of absentee members with the in-person votes of members in attendance at a meeting. There are many reasons for this admonition. You either vote in person or vote by some form of absentee voting, but you should not normally combine the two.

I will, however, give you two examples of why it is a bad idea. First, what happens when a motion, such as a proposed bylaw amendment, is amended on the floor? It is no longer the original proposal that absent members were voting on. In essence, you will then have the absentee members and the in-person members voting on different proposals. The second example has to do with elections. If additional nominations are added from the floor at the meeting, or if candidates withdraw, the members who voted absentee are not even aware of these changes in candidates. The list of reasons why combining in-person votes with absentee votes is a bad idea goes on and on.

9 hours ago, Guest Dazed&Confused said:

. . . If electronic voting has occurred in prior procedures, should it become expected to continue electronic voting going forward or does "may" still mean you could not have it.

The fact that you might have done it in the past certainly does not create  controlling precedent. If you have done it enough times, it might have created a custom, but a custom must fall to the ground on a point of order if it is found to be in conflict with a written rule. In addition, a custom can always be changed by means of adopting a rule to change it. It is my opinion that combining in-person voting with absentee voting violates the clear admonition against doing so contained in RONR.

Edited February 15, 2019 at 11:09 AM by Richard Brown
Added underlined text to the reasons why combining in-person votes with absentee votes is a bad idea.