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justice

Sending a mail in ballot before the actual vote to amend by-laws to allow it happens

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Our corporation is finally removing proxy votes at our next annual meeting in August, by amending that by-law to remove proxy votes and to add mail in ballots.  The pandemic being the main concern.  They are also cleaning up the wording on quorum at a meeting that I previously asked about.

However, the board, decided to include mail in ballots with the mailing they will be sending out in a few weeks and have the first order of business be a vote on the by-law amendment at the annual meeting allowing mail in ballots and then making the leap that the mail in ballots are effective immediately and count.  It seems like the putting the cart before the horse.  There is a plan to have the meeting held via zoom, which is also not in our by-laws and tried to cite that our governors exception to open meeting laws allows for it.  We have countered that due to being a private corporation and not public, open meeting laws do not pertain to us, per our states definition.

Is this a valid work around to allow mail in ballots before that amendment has been voted on?

If not, would proxy votes still be permitted until the actual meeting when the vote is taken?  

In our current by-laws, which list the order of the meeting; by-law amendments come after votes on our budget and director elections.

 

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16 hours ago, justice said:

Is this a valid work around to allow mail in ballots before that amendment has been voted on?

No, it's obviously not in order to allow mail ballots before the amendment which permits them has been adopted.

I suppose it would theoretically be permissible to accept mail votes for items which are voted on after the amendment is adopted, but this would be unusual and puts members in an awkward position, since members would have no way of knowing for certain if or when the amendment will be adopted.

16 hours ago, justice said:

If not, would proxy votes still be permitted until the actual meeting when the vote is taken?  

If proxy votes are currently permitted under the bylaws, they will continue to be permitted unless and until the amendment removing them is adopted. Proxy votes would not be permitted for any votes taken afterward.

16 hours ago, justice said:

In our current by-laws, which list the order of the meeting; by-law amendments come after votes on our budget and director elections.

This rule could be suspended by a 2/3 vote to move the bylaw amendment to the start of the meeting. Alternately, you could postpone the motion when it is pending to move it to the very end of the meeting, or adopt a proviso that the amendment will not take effect until the adjournment of the meeting. Either way, it would probably be ideal not to change the rules on voting partway through the meeting.

16 hours ago, justice said:

There is a plan to have the meeting held via zoom, which is also not in our by-laws and tried to cite that our governors exception to open meeting laws allows for it.  We have countered that due to being a private corporation and not public, open meeting laws do not pertain to us, per our states definition.

Yes, that certainly seems problematic.

I suppose, however, that a potential workaround would be for everyone to give their proxies to one very trusted member (with the meeting to be held at that member's home) who would cast the proxies as instructed by the members via the informal Zoom meeting (or through other means).

Edited by Josh Martin

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6 hours ago, Josh Martin said:

If proxy votes are currently permitted under the bylaws, they will continue to be permitted unless and until the amendment removing them is adopted. Proxy votes would not be permitted for any votes taken afterward.

 

However, the body could (and I suggest it would be a good idea) adopt a proviso that the change is effective at the final adjournment of the session.

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