Email vote - How to account for non-submissions?

[George]

I have a quick question.  Our bylaws authorize electronic and mail voting.  What isn't clear is how to account for non-submissions?  Here is the scenario.

Let's say I have 14 members on the board.  Of those fourteen only eleven send in their votes for a motion.  Seven are yeses and four are nos.  There are three members with no response and are being unresponsive. In my interruption since only eleven voted these are the only eleven that are in attendance.  Quorum is met (our bylaws state 51% attendance).  A majority of 51% is needed to pass a motion according to our bylaws and thus seven is a majority of eleven and the motion passes.  

Am I thinking of this correctly?

I thank you all for your assistance.  

[Josh Martin]

1 hour ago, George said:

I have a quick question.  Our bylaws authorize electronic and mail voting.  What isn't clear is how to account for non-submissions?  Here is the scenario.

Let's say I have 14 members on the board.  Of those fourteen only eleven send in their votes for a motion.  Seven are yeses and four are nos.  There are three members with no response and are being unresponsive. In my interruption since only eleven voted these are the only eleven that are in attendance.  Quorum is met (our bylaws state 51% attendance).  A majority of 51% is needed to pass a motion according to our bylaws and thus seven is a majority of eleven and the motion passes.  

Am I thinking of this correctly?

I agree with the conclusion that "seven is a majority of eleven and the motion passes."

I would dispute this characterization of the seven being "in attendance" and that "quorum is met." No one is "in attendance" in a vote taken by email, and as a result the term "quorum" has no meaningful application for a vote taken by email.

I would also note that a majority and 51% are not quite the same thing, although the difference only arises with much larger numbers. A majority is simply "more than half."

Edited August 25, 2020 at 04:37 PM by Josh Martin

[Richard Brown]

1 hour ago, George said:

I have a quick question.  Our bylaws authorize electronic and mail voting.  What isn't clear is how to account for non-submissions?  Here is the scenario.

Let's say I have 14 members on the board.  Of those fourteen only eleven send in their votes for a motion.  Seven are yeses and four are nos.  There are three members with no response and are being unresponsive. In my interruption since only eleven voted these are the only eleven that are in attendance.  Quorum is met (our bylaws state 51% attendance).  A majority of 51% is needed to pass a motion according to our bylaws and thus seven is a majority of eleven and the motion passes.  

Am I thinking of this correctly?

I thank you all for your assistance.  

If your bylaws are going to authorize email voting, they (or your special rules of order) should also contain provisions regarding how the votes are to be cast, how a passing vote is to be determined, how many members must return votes, how non-votes are to be treated, etc.  If you are going to go with the standard "majority vote" definition in RONR, then the issue is simply whether the motion received more yes votes than no votes. Any "non-votes" are abstentions and are not even taken into account.  RONR contains no provision regarding what may or may not be a quorum when it comes to email  voting. 

[Josh Martin]

1 minute ago, Richard Brown said:

RONR contains no provision regarding what may or may not be a quorum when it comes to email  voting. 

I agree, and I would go further than this and suggest that the term "quorum" makes absolutely no sense in the context of an email vote, since a quorum is the minimum number of members which must be present in order to conduct business. No one is "present" in an email vote, and as a result the term has no meaningful application.

An organization certainly could, if it desired, adopt a rule requiring a certain number of persons to vote (or at least respond) to an email vote in order for the vote to be valid, but this is not quite the same thing as a quorum requirement.