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ByLaws amendment to be allowed by 2/3 vote of membership POLLED via email


Guest Tommy

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Our clubs board has recently sent notice to amend our clubs ByLaws.  The board wants to insert under the section of amendments to ByLaws “ A two-thirds vote of the membership polled via mail/email, provided that the closing date for the vote on the proposed amendment is at least two weeks after the notice is sent”.  The is the exact wording for consideration.

Our  small club is representative within a county.  Under the section in The club ByLaws of Voting, it states “ each adult member in good standing, dues are paid and current,  is entitled to one vote at any meeting at which the member is present. Proxy voting will not be permitted at any club meeting”

no where in our club ByLaws does it mention voting or  transactions of business via electronically.

i find this of concern. The board has sent notice to include a vote to an amend  the ByLaws at the next club meeting.

question

1) could/should a club allow a polling of a membership to amend ByLaws 

2) is this legal considering there Is no  mention to allow email voting.... with no check to ensure the vote is from a valid member?

please share any thoughts thank you

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1 hour ago, Guest Tommy said:

1) could/should a club allow a polling of a membership to amend ByLaws 

Yes, a club may include in its bylaws a provision to permit voting by mail or email to amend the bylaws. Whether the club should do so is at the club’s discretion.

1 hour ago, Guest Tommy said:

2) is this legal considering there Is no  mention to allow email voting.... with no check to ensure the vote is from a valid member?

Yes, it is valid. While there is nothing in your bylaws permitting email voting at this time, if the proposed amendment is adopted, there will be a reference to email voting with respect to amendments to the bylaws.

If the organization is to adopt the proposed amendment to the bylaws, it may well be advisable to adopt additional rules governing how such votes are conducted, in order to address matters including, but not limited to, ensuring that the votes are from valid members.

Edited by Josh Martin
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47 minutes ago, Josh Martin said:

it may well be advisable to adopt additional rules governing how such votes are conducted,

Yes, indeed.  There are a substantial number of concerns with e-mail voting; you can find a compendium of them in the last half of this document...  https://www.dropbox.com/s/g8w31eocwqx067h/E-Meetings 2012.docx?dl=0

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Thank you for your prompt response. You bring up very valid points on validity of the responses as members.

Are you suggesting that to ensure congruence with the proposed amendment regarding ByLaws amendment,  include a protocol to ensure each email/poll returned is from the actual member. Any suggestions.

i do have an issue with the term “poll”.   Is it not correct to interpret the word “poll, as “survey” or a “sampling of opinions.  For example,  an “exit poll”.  To alter a organization operational procedure with a poll or sampling of opinion,  would this be against the the whole idea of Roberts rules.

respect the rights of the majority, of the minority (especially a strong minority that is greater than one third), of individual members, of absentees, and of all these together.[

 

Also, could I have your opinion on the phrase “ two thirds of the members polled”.  This has too much wiggle room.  It does not refer to the entire membership to be polled with a two thirds majority of all members affirmative. It just stated to poll two thirds of the membership.

i look forward to hear your professional thoughts and opinion

thank you

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A "poll" or a survey seems much akin to a "straw poll" which RONR explicitly says is improper - p. 429.

I'd suggest that you set the voting threshold at 2/3 of the ballots returned.  That is closest to the standard "2/3 vote".   And require a minimum number of ballots to be returned. 

And lots of other things in the article about e-meetings (and e-voting) referenced earlier.

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12 hours ago, Guest Tommy said:

Are you suggesting that to ensure congruence with the proposed amendment regarding ByLaws amendment,  include a protocol to ensure each email/poll returned is from the actual member. Any suggestions.

I am saying that, if this proposal is to be adopted, it would be wise for the assembly to adopt a number of rules regarding the procedures.

RONR has guidance regarding rules for a vote by mail, and notes these procedures might be adapted to votes by email. See RONR, 11th ed., pgs. 424-425. Dr. Stackpole has also provided a link to an article which may be of assistance.

12 hours ago, Guest Tommy said:

i do have an issue with the term “poll”.   Is it not correct to interpret the word “poll, as “survey” or a “sampling of opinions.  For example,  an “exit poll”.  To alter a organization operational procedure with a poll or sampling of opinion,  would this be against the the whole idea of Roberts rules.

I think that is a fair criticism. It would be preferable to use the term “vote” rather than “poll.”

12 hours ago, Guest Tommy said:

Also, could I have your opinion on the phrase “ two thirds of the members polled”.  This has too much wiggle room.  It does not refer to the entire membership to be polled with a two thirds majority of all members affirmative. It just stated to poll two thirds of the membership.

I would advise using the terms “two-thirds vote,” in which case it would mean that two-thirds of the votes cast must be in the affirmative, or “a vote of two-thirds of the entire membership,” in which case two-thirds of the entire membership must vote in the affirmative. Which to use depends on the assembly’s preference. These terms are clearly defined in RONR, 11th ed., pgs. 400-404.

As Dr. Stackpole suggests, requiring a 2/3 vote but also requiring a minimum number of ballots to be returned for the vote to be valid is a potential compromise, similar to a quorum requirement for meetings.

In any event, the ballot must be sent to all members.

Edited by Josh Martin
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16 hours ago, Guest Tommy said:

i do have an issue with the term “poll”.   Is it not correct to interpret the word “poll, as “survey” or a “sampling of opinions.  For example,  an “exit poll”.

I agree that the phrase "A two-thirds vote of the membership polled via mail/email" is highly ambiguous, but there is nothing about the word "poll" to suggest that it's not an actual vote. RONR has an entire section called "MOTIONS RELATING TO METHODS OF VOTING AND THE POLLS", and it describes motions to "close the polls" and "reopen the polls". It also refers to a "polling place" at a convention.

16 hours ago, Guest Tommy said:

 To alter a organization operational procedure with a poll or sampling of opinion,  would this be against the the whole idea of Roberts rules.

Well, any vote by mail is against the whole idea of Robert's Rules, in the sense that a decision is being made directly by a vote without any opportunity for formal deliberations and possible persuasion among the members. People might have no idea what the ramifications of the amendment are, or what the arguments for it and against it might be. And there is no opportunity for compromise or to improve the language of the amendment without starting the process over again. In a vote (or poll) by (e)mail, the voters can choose to adopt or reject, but not to amend.

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On 10/31/2019 at 9:14 PM, Guest Tommy said:

Also, could I have your opinion on the phrase “ two thirds of the members polled”.

My opinion is that this is not what is being proposed

On 10/31/2019 at 6:13 PM, Guest Tommy said:

The board wants to insert under the section of amendments to ByLaws “ A two-thirds vote of the membership polled ...

Which seems to match the wording in RONR and advised by Mr. Martin.

I do not mean this to suggest that I disagree with the objections of Dr. Stackpole and others about the use of email voting.

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