Board vote via the Internet

[Guest Robin]

Because of COVID-19, our nonprofit board is going to vote online in an electronic poll. Do we need to have a motion and a second before issuing the poll?

[Josh Martin]

11 minutes ago, Guest Robin said:

Because of COVID-19, our nonprofit board is going to vote online in an electronic poll. Do we need to have a motion and a second before issuing the poll?

Do your bylaws authorize voting in this manner?

[Guest Darryl]

Our rules allow these votes but they seem tricky. That said, our biggest concern is how to allow debate, especially on a contentious issue, where putting emotional opinions in writing (say email) could be problematic. What would be appropriate for debate?

 

[J. J.]

6 minutes ago, Guest Darryl said:

Our rules allow these votes but they seem tricky. That said, our biggest concern is how to allow debate, especially on a contentious issue, where putting emotional opinions in writing (say email) could be problematic. What would be appropriate for debate?

 

What specifically do your bylaws say?

 

[Guest Darryl]

23 minutes ago, J. J. said:

What specifically do your bylaws say?

 

Not a lot. We are a small nonprofit sports association, just learning governance and probably haven't done it to a legal standard. But it says "Electronic votes shall be permitted on one or more motions if submitted in writing, and in advance, under the same rules as motions made at the meeting". 

[J. J.]

3 minutes ago, Guest Darryl said:

Not a lot. We are a small nonprofit sports association, just learning governance and probably haven't done it to a legal standard. But it says "Electronic votes shall be permitted on one or more motions if submitted in writing, and in advance, under the same rules as motions made at the meeting". 

That, at least, implies that debate (and secondary motions) could occur via electronic means. 

While this is a question of bylaw interpretation, it would seem that debate and voting could, reasonably, be viewed as happening via electronic means.  You could try a conference call.

[Guest Darryl]

35 minutes ago, J. J. said:

What specifically do your bylaws say?

 

"Electronic votes shall be permitted on one or more motions if submitted in writing, and in advance, under the same rules for meetings". Probably not solid. We are a small nonprofit just getting started on good governance. We don't expect any backlash from the online vote, but we did have a Director ask us how we'd debate issues. And we had no answer.

[J. J.]

5 minutes ago, Guest Darryl said:

"Electronic votes shall be permitted on one or more motions if submitted in writing, and in advance, under the same rules for meetings". Probably not solid. We are a small nonprofit just getting started on good governance. We don't expect any backlash from the online vote, but we did have a Director ask us how we'd debate issues. And we had no answer.

You rule says, "under the same rules as meetings."  That certainly implies that could be debated.   I think you need some mechanism for that, and the best one I can come up with is a conference call.  Again, it becomes a matter of bylaw interpretation. 

[Guest Darryl]

16 hours ago, J. J. said:

You rule says, "under the same rules as meetings."  That certainly implies that could be debated.   I think you need some mechanism for that, and the best one I can come up with is a conference call.  Again, it becomes a matter of bylaw interpretation. 

OK, thank. I think a conference call makes sense. Not sure why that didn't occur to me. Thinking to digitally!

[Guest Robin]

Our bylaws say:

"Any action required to be taken at a meeting of the Directors may be taken without a meeting via a written vote and/or consent either physically or electronically. The Director proposing action without a meeting shall provide information regarding the action and a reasonable amount of time for the Directors to respond and/or vote. For purposes of action taken without a meeting, the full Board of Directors shall be considered a quorum and all actions shall require a majority vote to pass.  Decisions made by electronic polls will be certified by the Board of Directors at the next Board meeting as part of the Consent Agenda, and a copy of polls by which decisions are made electronically will be attached to the minutes of that meeting."

 

 

[J. J.]

24 minutes ago, Guest Robin said:

Our bylaws say:

"Any action required to be taken at a meeting of the Directors may be taken without a meeting via a written vote and/or consent either physically or electronically. The Director proposing action without a meeting shall provide information regarding the action and a reasonable amount of time for the Directors to respond and/or vote. For purposes of action taken without a meeting, the full Board of Directors shall be considered a quorum and all actions shall require a majority vote to pass.  Decisions made by electronic polls will be certified by the Board of Directors at the next Board meeting as part of the Consent Agenda, and a copy of polls by which decisions are made electronically will be attached to the minutes of that meeting."

 

 

You should follow your bylaws.

Edited March 23, 2020 at 06:57 PM by J. J.

[Guest Robin]

Do we need a motion and a second for electronic polling?

Our bylaws say:

"Any action required to be taken at a meeting of the Directors may be taken without a meeting via a written vote and/or consent either physically or electronically. The Director proposing action without a meeting shall provide information regarding the action and a reasonable amount of time for the Directors to respond and/or vote. For purposes of action taken without a meeting, the full Board of Directors shall be considered a quorum and all actions shall require a majority vote to pass.  Decisions made by electronic polls will be certified by the Board of Directors at the next Board meeting as part of the Consent Agenda, and a copy of polls by which decisions are made electronically will be attached to the minutes of that meeting."

 

 

[Josh Martin]

58 minutes ago, Guest Robin said:

Do we need a motion and a second for electronic polling?

Our bylaws say:

"Any action required to be taken at a meeting of the Directors may be taken without a meeting via a written vote and/or consent either physically or electronically. The Director proposing action without a meeting shall provide information regarding the action and a reasonable amount of time for the Directors to respond and/or vote. For purposes of action taken without a meeting, the full Board of Directors shall be considered a quorum and all actions shall require a majority vote to pass.  Decisions made by electronic polls will be certified by the Board of Directors at the next Board meeting as part of the Consent Agenda, and a copy of polls by which decisions are made electronically will be attached to the minutes of that meeting."

It is ultimately up to the organization to interpret its own bylaws. With that said, the rule you have cited does not appear to require a motion and second in order to have electronic polling.