Email vote of Board of Directors

[Guest Patti]

We need to take an email vote of our Board of Directors. However, we have several Board Positions that are being served by the same person (i.e., Treasurer also serves as the Region Director). And there are alternates allowed for some of these positions (Assistant Director serves as alternate for Region Director) Also, Local Presidents are allowed a duly authorized representative if they are absent or serving in another capacity. My question is: Are alternates allowed in an email vote? And if so, how do we handle sending the email to the duly authorized representative of the Local organization. Would the Local President have the option to authorize someone to vote when she is serving in another capacity?

Thanks!

[J. J.]

Do your bylaws authorized e-mail voting?

[Guest Patti]

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

[Guest Patti]

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

[Guest Patti]

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

[Guest Patti]

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

[Guest Patti]

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

[Atul Kapur]

It would be better, since your bylaws authorize email voting, to have policies or Special Rules to answer these questions; RONR doesn't have these answers because it doesn't recommend this type of voting. You should also decide on other issues, such as: Once the emails are sent, what is the deadline for an answer? How many votes need to be received for the vote to be considered valid (analagous to quorum)? What measures do you want to take to ensure that the person replying is actually the person entitled to vote?

So the answer is that your organization needs to answer these questions.

Some advice that you may find useful:
The general rule, that should transfer to your situation, is that one person has one vote, no matter how many positions they fill. So the Treasurer would only have one vote.

7 hours ago, Guest Patti said:

And there are alternates allowed for some of these positions (Assistant Director serves as alternate for Region Director) Also, Local Presidents are allowed a duly authorized representative if they are absent or serving in another capacity. My question is: Are alternates allowed in an email vote?

What would you do at an in-person meeting? Would this Assistant Director or Alternate participate in an in-person meeting? Would they vote? Would that be allowed by your bylaws?
You may consider following, as closely as possible, the same procedures that you would a a regular meeting.

 

[Josh Martin]

11 hours ago, Guest Patti said:

We need to take an email vote of our Board of Directors. However, we have several Board Positions that are being served by the same person (i.e., Treasurer also serves as the Region Director). And there are alternates allowed for some of these positions (Assistant Director serves as alternate for Region Director) Also, Local Presidents are allowed a duly authorized representative if they are absent or serving in another capacity. My question is: Are alternates allowed in an email vote? And if so, how do we handle sending the email to the duly authorized representative of the Local organization. Would the Local President have the option to authorize someone to vote when she is serving in another capacity?

RONR has no rules regarding alternates, except in the context of a convention, and those rules are not suitable for a vote taken by email (which RONR also has no rules for). Therefore, it has no answers to these questions. As a result, it will be necessary for the organization to interpret its own rules regarding alternates to determine how or if they apply in the context of an email vote. I concur with Mr. Kapur that a good starting point is "following, as closely as possible, the same procedures that you would at a regular meeting."

One idea which comes to mind would be to work with members prior to the vote to determine whether they are appointing any "duly authorized representatives" for the vote due to "serving in another capacity" - the part about being "absent" doesn't seem applicable for an email vote. Then, after the roster of eligible voters has been finalized, ballots could be sent to those persons.

Edited May 14, 2020 at 02:30 PM by Josh Martin

[Guest Patti]

Thank you for your feedback.  It helps!

[Gary Novosielski]

On 5/14/2020 at 12:10 AM, Guest Patti said:

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

 

 

On 5/14/2020 at 12:15 AM, Guest Patti said:

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

 

On 5/14/2020 at 12:17 AM, Guest Patti said:

Yes it does.

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

 

On 5/14/2020 at 12:21 AM, Guest Patti said:

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

 

On 5/14/2020 at 12:23 AM, Guest Patti said:

At the written request of the president, a vote of the Board of Directors may be taken by mail, facsimile (fax) or email.  Such vote shall have the force and effect of a vote taken at a face-to-face meeting.  The Secretary's records shall contain an accurate record of all such votes.

Okay, I believe you!