Reporting e-mail votes to include or exclude abstentions

[Guest Michael Barrett, LVSSC]

Because of the COVID-19 restrictions, our club was unable to host in-person elections of our board of directors, as required by the by-laws. 

By unanimous approval of a motion of our board of directors at a previous board meeting, we sent an e-mail vote request to all eligible members to elect the new directors. 

I reported the number of yes votes received, the number of no votes received and listed the number of votes which were not received as abstentions.  Another board member suggested that only the yes votes and no votes should be counted and that votes not received should not be counted as abstentions.

Any opinions or referrals would be welcome.

[Joshua Katz]

37 minutes ago, Guest Michael Barrett, LVSSC said:

By unanimous approval of a motion of our board of directors at a previous board meeting, we sent an e-mail vote request to all eligible members to elect the new directors. 

 

Is this permitted by your bylaws?

37 minutes ago, Guest Michael Barrett, LVSSC said:

I reported the number of yes votes received, the number of no votes received and listed the number of votes which were not received as abstentions.  Another board member suggested that only the yes votes and no votes should be counted and that votes not received should not be counted as abstentions.

 

Abstentions should not be reported in the first place. To abstain is simply to not vote; record the number of yes and no votes. Also, a yes/no vote on an election is improper unless your bylaws allow for it.

[Josh Martin]

4 hours ago, Guest Michael Barrett, LVSSC said:

Because of the COVID-19 restrictions, our club was unable to host in-person elections of our board of directors, as required by the by-laws. 

By unanimous approval of a motion of our board of directors at a previous board meeting, we sent an e-mail vote request to all eligible members to elect the new directors.

Unless your bylaws authorize email voting, it cannot be done. Even a unanimous vote of the board of directors is not sufficient.

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." (RONR, 11th ed., pg. 423)

There may, however, be another solution. What do your bylaws say regarding the term of office of board members? Additionally, what do your bylaws say about filling vacancies? Finally, if the bylaws are silent on filling vacancies, do the bylaws grant the board "full power and authority" to act for the society between meetings of the membership? Also, is the board capable of meeting at this time?

4 hours ago, Guest Michael Barrett, LVSSC said:

I reported the number of yes votes received, the number of no votes received and listed the number of votes which were not received as abstentions.  Another board member suggested that only the yes votes and no votes should be counted and that votes not received should not be counted as abstentions.

If the bylaws do not authorize email voting, then all of this is moot.

If the bylaws authorize email voting, then my second question is why people are voting "yes" and "no" in the first place. That is not the proper method of voting for an election, unless your bylaws provide for this method. Under RONR, members would vote for the candidate(s) of their choice.

Setting aside the fact that the procedure used appears to be completely improper for at least two reasons, I would note that the board member who suggests that "only the yes votes and no votes" should be counted is correct. Votes which are not received are not "counted as abstentions," and even if they were, it must be understood that abstentions are also not counted.

Edited July 23, 2020 at 02:05 AM by Josh Martin

[Guest Michael Barrett]

Thank you to those who have responded;  your opinions and suggestions are appreciated. 

I reviewed our bylaws again, which do give our board of directors great latitude to make decisions for the membership and to appoint board members to vacant positions, which may be the most expedient solution.  Postal mail, electronic or e-mail votes were not specifically addressed, nor a force majeure clause.

Our board of directors are elected as a slate of candidates, which were properly nominated by a vote of the general membership at the general membership meeting, prior to the COVID-19 restrictions.  The bylaws only require a simple majority of yes votes of members in attendance at the subsequent membership meeting, to elect the directors;  this subsequent meeting was prohibited by said restrictions.  Individual officer and chairman positions are assigned and voted on by the board of directors at the board meeting subsequent to the election membership meeting.

There is also another, Catch-22 circumstance in that the bylaws, cannot be amended, except by a lengthy process of board of directors, revision and approval, thirty day notification period to the general membership and an in-person vote of approval by membership of the amended bylaws. 

I will address your comments to our board of directors with the suggestion to add some form of continuance of governance provision in the bylaws for just such an adverse circumstance.

[Josh Martin]

35 minutes ago, Guest Michael Barrett said:

I reviewed our bylaws again, which do give our board of directors great latitude to make decisions for the membership and to appoint board members to vacant positions, which may be the most expedient solution. 

Well, you still haven't answered my question about what the bylaws say about the terms of officers. Regardless, I think it is correct that this is likely "the most expedient solution." I can think of two potential options to move forward, depending on what the bylaws say about the terms of officers. In either case, the board can still take into account the results of the unofficial email vote if it wishes to do so. In this manner, the opinions of the membership (to the limited extent the members were permitted to express their opinions in the email vote) will still be taken into account.

1.) If the bylaws provide that officers serve "until their successors are elected," then the current board members will continue to serve notwithstanding the expiration of their terms and notwithstanding the failure to hold elections. In this event, there are not actually any vacancies to fill at this time. What the board could do, however, is if certain board members either chose not to run for reelection or the membership did not elect them in the informal email vote, those members could resign from the board, their resignations could be accepted, and the board could then fill the resulting vacancies, taking the opinions of the membership into account in filling such vacancies if it wishes to do so.

2.) On the other hand, if the bylaws do not provide that officers serve "until their successors are elected," then the terms of board members would expire on the specified date if the election is not completed. The board could, however, use its power to fill vacancies to solve this problem, once again taking the opinions of the membership into account in filling such vacancies if it wishes to do so. If the board members serve staggered terms, this could be done at any time. If the board members' terms all expire at the same time, the board would need to be sure to act prior to the expiration in their terms, and act to preemptively appoint persons to fill the vacancies which will occur if the elections are not completed prior to the expiration of the members' terms.

It should be noted that in either of these circumstances, the persons appointed to fill the vacancies will only serve until the election can be properly completed by the membership.

35 minutes ago, Guest Michael Barrett said:

Postal mail, electronic or e-mail votes were not specifically addressed, nor a force majeure clause.

In this event, email votes are not permitted. The fact that the board has "great latitude to make decisions for the membership" doesn't help since the membership doesn't have the authority to make this decision either. Only a provision in the bylaws is sufficient.

35 minutes ago, Guest Michael Barrett said:

Our board of directors are elected as a slate of candidates, which were properly nominated by a vote of the general membership at the general membership meeting, prior to the COVID-19 restrictions.  The bylaws only require a simple majority of yes votes of members in attendance at the subsequent membership meeting, to elect the directors;  this subsequent meeting was prohibited by said restrictions.

Unless your bylaws provide for this procedure, it is improper. Under RONR, members have the right to vote for the candidate(s) of their choice for available positions. Members are not required to vote "yes" or "no" on a slate of directors. Since it appears that, in this case, this vote is purely advisory, I suppose it doesn't really matter. It is, however, something to keep in mind for future elections. It will be necessary for the society to either start conducting elections as provided in RONR or, in the alternative, amend the bylaws to provide for this procedure of voting "yes" or "no" on the "slate" of candidates. In the latter event, some thought may need to be given to what happens in the event that the membership votes "no" on the slate.

I suppose I would also note that under RONR, in the event that there is no contest for positions - that is, there are no more nominations than the number of positions to be filled, then if the bylaws do not require a ballot vote, the chair may simply declare the nominees elected without a vote of any kind. If the bylaws require a ballot vote, however, a ballot vote must still be taken. Members are free to vote for the nominated candidates or to write-in candidates of their choice. Of course, individual members still need to be given an opportunity to make nominations of their own, and it is not clear whether this occurred.

35 minutes ago, Guest Michael Barrett said:

There is also another, Catch-22 circumstance in that the bylaws, cannot be amended, except by a lengthy process of board of directors, revision and approval, thirty day notification period to the general membership and an in-person vote of approval by membership of the amended bylaws. 

Then it appears that it will be some time before the bylaws can be amended.

Edited July 24, 2020 at 05:47 PM by Josh Martin