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We have a constitution we cannot modify. Can we create bylaws to allow for proxy voting?


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Our organization has a Constitution. We cannot modify that Constitution since it is provided by our parent organization and there is a clause in there that says only they can modify it.

The Constitution does not have a clause that allows for proxy voting. We want to allow for proxy voting.

As per RONR 11th Ed page 428, "Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it"

We don't have any document called the bylaws right now. Can we create bylaws to allow for proxy voting? If yes, what is the procedure? Majority vote?

Thanks

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1 hour ago, user said:

Our organization has a Constitution. We cannot modify that Constitution since it is provided by our parent organization and there is a clause in there that says only they can modify it.

The Constitution does not have a clause that allows for proxy voting. We want to allow for proxy voting.

As per RONR 11th Ed page 428, "Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it"

We don't have any document called the bylaws right now. Can we create bylaws to allow for proxy voting? If yes, what is the procedure? Majority vote?

Thanks

That’s a very good question. The answer to it likely depends upon the language in your constitution. In my opinion, unless the constitution prohibits proxy voting, you could adopt bylaws which include a provision that proxy voting is permitted as long as that provision does not conflict with anything in your constitution.

Other members might disagree, so I suggest you keep checking back to see what other members have to say. The relationship of a constitution and bylaws is discussed on pages 12 -15 of RONR. There is language on those pages which can also be interpreted as meaning when RONR refers to the bylaws, it is referring to the highest of the organization’s  governing documents except for a corporate charter.  There might also be provisions in your parent organization’s  rules which prohibit having a separate constitution and bylaws or which prohibit proxy voting by its affiliates.

Ultimately, I see this primarily as a matter of interpreting your own organization’s constitution and the governing documents and rules of your parent organization. That is something  only the members of your organization can do. We cannot do that for you. 

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16 hours ago, user said:

We don't have any document called the bylaws right now. Can we create bylaws to allow for proxy voting? If yes, what is the procedure? Majority vote?

Assuming that there is no conflicting provision in the constitution, I see no reason why not.

I am uncertain, however, about what vote is required to do this. RONR has no rules directly regarding a situation in which an existing organization with a constitution later wishes to adopt separate bylaws for the first time. While RONR discusses the possibility of two different documents, the presumption seems to be that if this is done, it is done from the outset. I can see two reasonable interpretations:

1.) That it requires the same vote as amending the Constitution.

2.) That it requires a 2/3 vote with notice or a vote of a majority of the entire membership - the same as the requirement for amending the bylaws when the bylaws are silent.

I am personally inclined to go with Option 2.

I do not think that an interpretation that a mere majority vote is sufficient is reasonable.

Edited by Josh Martin
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I

56 minutes ago, Josh Martin said:

Assuming that there is no conflicting provision in the constitution, I see no reason why not.

I am uncertain, however, about what vote is required to do this. RONR has no rules directly regarding a situation in which an existing organization with a constitution later wishes to adopt separate bylaws for the first time. While RONR discusses the possibility of two different documents, the presumption seems to be that if this is done, it is done from the outset. I can see three reasonable interpretations:

1.) That it requires the same vote as amending the Constitution.

2.) That it requires a 2/3 vote with notice or a vote of a majority of the entire membership - the same as the requirement for amending the bylaws when the bylaws are silent.

I am personally inclined to go with Option 2.

I do not think that an interpretation that a mere majority vote is sufficient is reasonable.

I concur with Mr. Martin's comments.

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I agree with Mr. Martin.

I would add, on the global question, that, in my view, this turns on an additional consideration:

21 hours ago, user said:

The Constitution does not have a clause that allows for proxy voting. We want to allow for proxy voting.

 

Does the Constitution say anything about voting? If so, it may be that proxy voting conflicts with what it says, in which case establishing such bylaws would be of no effect.

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