Voting for officer after convention cancelled due to Covid

[kcrown]

Our Annual fraternal convention (usually around 900 attend) which has approximately 500 delegates registered, is in the process of being cancelled due to Covid restrictions.  However, we still want to elect the next incoming officer so that future conventions, fundraising, etc can be commenced.  Our by-laws do not currently have anything regarding virtual meetings and/or voting electronically.

From reviewing the Forums it looks like the best way to accomplish this since we cannot meet to amend our By-laws is to:

• Have the Board of Directors adopt a policy allowing virtual meetings and elections to take place;
• Vote virtually notwithstanding the lack of authority and when we meet in-person again, ratify the action (election) taken by delegates pursuant to the decisions made at the invalid meetings  

Is this correct?

Secondly, technically we many members that would qualify as a delegate any given year.  However, this year, we had approximately 500 delegates registered to attend the convention.  Would it be correct to say that those 500 delegates who registered would be the only ones to have a vote in these circumstances?  

Thank you in advance.

[Gary Novosielski]

No, it's not correct.

A Board of Directors would typically not have the power to set the rules for elections.  Those are matters that are defined in the bylaws.  So unless the Board has the power to amend the bylaws, they have no such authority.

I can't speak for others, but I'd be surprised to hear people advocating any knowing and willing violation of the bylaws.

[kcrown]

Thank you Gary, I appreciate your response. I found that information in another forum post  

Our convention is being canceled, not by our choice and we cannot amend our by laws because we cannot meet, is there nothing we can do, in these unusual circumstances, to proceed with a virtual/mail-in election?

[Josh Martin]

13 hours ago, kcrown said:

From reviewing the Forums it looks like the best way to accomplish this since we cannot meet to amend our By-laws is to:

• Have the Board of Directors adopt a policy allowing virtual meetings and elections to take place;
• Vote virtually notwithstanding the lack of authority and when we meet in-person again, ratify the action (election) taken by delegates pursuant to the decisions made at the invalid meetings  

Is this correct?

No, this is not correct. The Board of Directors cannot adopt a policy authorizing virtual meetings. Only a rule in the bylaws is sufficient.

The second option you list would work if the business in question was almost anything other than elections. If, for instance, the motion was to purchase something, the purchase would most likely be carried out by an officer. Actions taken at improper meetings cannot be ratified, but actions taken by officers can be ratified. In this case, however, no one else carries out the decision - the election is self-executing. As a result, this tactic will not work here.

13 hours ago, kcrown said:

Secondly, technically we many members that would qualify as a delegate any given year.  However, this year, we had approximately 500 delegates registered to attend the convention.  Would it be correct to say that those 500 delegates who registered would be the only ones to have a vote in these circumstances?  

Your organization cannot properly hold a virtual meeting so this question is moot. If your organization holds some sort of unofficial virtual meeting for the purposes of providing guidance on this matter, then it will be up to the organization to determine who votes in this unofficial capacity.

12 hours ago, Gary Novosielski said:

I can't speak for others, but I'd be surprised to hear people advocating any knowing and willing violation of the bylaws.

Oh, I don't know, in the middle of a pandemic I might be okay with it if all other options have been exhausted, but I don't think we're there yet.

12 hours ago, kcrown said:

Our convention is being canceled, not by our choice and we cannot amend our by laws because we cannot meet, is there nothing we can do, in these unusual circumstances, to proceed with a virtual/mail-in election?

Unless you can amend the bylaws, there is absolutely nothing you can do to proceed with a virtual/mail-in election, in the sense that this election would, in itself, elect the officers of the society. It may be possible to take an unofficial vote in this manner to provide guidance for the process which will actually elect officers.

In order to know exactly what that process will be, I need answers to the following questions:

• Do your bylaws provide that officers serve "until their successors are elected"?
• What do your bylaws say about filling vacancies?
• Do your officers serve staggered terms or do all of their terms expire at the same time?
• Do your bylaws authorize electronic meetings of the board? (Or alternately, is it possible for the board to meet in person due to its smaller size?)

Edited July 31, 2020 at 02:30 PM by Josh Martin