Don Benjamin Posted February 8, 2020 at 11:20 AM Report Share Posted February 8, 2020 at 11:20 AM I'm the secretary of our board with a question about how to record a telephone vote in our meeting minutes. Our board held a special meeting by conference call to approve a resolution. When it was time to vote, I polled the members in the same fashion as a roll call vote. However, holding a vote by roll call per se requires majority approval, which we did not seek because there was no other way to vote (voice votes don't work on a conference call and we didn't have any other electronic means where everyone could monitor the voting procedure.) I assume the minutes should only indicate the total "ayes" and "nays" as though it was a vote by a show of hands, and not the vote of each board member. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted February 8, 2020 at 02:07 PM Report Share Posted February 8, 2020 at 02:07 PM 2 hours ago, Don Benjamin said: I'm the secretary of our board with a question about how to record a telephone vote in our meeting minutes. Our board held a special meeting by conference call to approve a resolution. When it was time to vote, I polled the members in the same fashion as a roll call vote. However, holding a vote by roll call per se requires majority approval, which we did not seek because there was no other way to vote (voice votes don't work on a conference call and we didn't have any other electronic means where everyone could monitor the voting procedure.) I assume the minutes should only indicate the total "ayes" and "nays" as though it was a vote by a show of hands, and not the vote of each board member. I’m not even certain it should include the total “ayes” and “nays,” as if it was a counted vote, since the count was taken simply due to the limitations of the technology and not due to a counted vote being ordered. I certainly agree that the vote of each member should not be recorded. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted February 8, 2020 at 03:13 PM Report Share Posted February 8, 2020 at 03:13 PM (edited) The society must adopt special rules of order to answer questions like this. RONR (11th ed.), pp. 98, 99. Edited February 8, 2020 at 03:13 PM by Rob Elsman Quote Link to comment Share on other sites More sharing options...
J. J. Posted February 8, 2020 at 09:45 PM Report Share Posted February 8, 2020 at 09:45 PM 7 hours ago, Josh Martin said: I’m not even certain it should include the total “ayes” and “nays,” as if it was a counted vote, since the count was taken simply due to the limitations of the technology and not due to a counted vote being ordered. I certainly agree that the vote of each member should not be recorded. I would say that it should be recorded, even if "roll call" was the only way to do it. Certainly they could use unanimous consent and it would be technically possible to have a voice vote. That said, It would be far better to have this clarified by a special rule. Quote Link to comment Share on other sites More sharing options...
Don Benjamin Posted February 17, 2020 at 02:43 AM Author Report Share Posted February 17, 2020 at 02:43 AM Thanks for the replies. Very helpful. Quote Link to comment Share on other sites More sharing options...
Scott Fischer Posted February 17, 2020 at 02:57 AM Report Share Posted February 17, 2020 at 02:57 AM From the information given I'm not sure this was even a legal meeting. Do your bylaws authorize the board to conduct electronic meetings? If so, I agree with the comments above, especially the advice of Mr. Elsman Quote Link to comment Share on other sites More sharing options...
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