failure to follow bylaws for an election

[Blackdogtravel]

"edit" to be more clear on the question -- should the election be declared "null and void" and then sent out according to the bylaws? Or is there another option?

Our organization's secretary, who is new to the job, mailed election ballots to the membership but made two errors -- the nominees were not listed in alphabetical order and a blank envelope was not enclosed.

The bylaws read " ..shall mail to each member in good standing a ballot listing all
nominees for each contested position in alphabetical order with names of states in which they reside.
together with a blank envelope and a return envelope addressed to the Secretary or the independent firm
marked “Ballot” and bearing the name of the member to which it was sent. "

Parts of the membership were in quite a dither because of the errors.

The Board then tried to rectify the situation by polling the membership via email (note: email has not been approved as a method of communication by the bylaws) by asking if 1) the ballots should be resent, 2) members could provide their own blank envelope for the ballot, 3) email a new ballot with names in alphabetical order and have members supply their own blank envelope. The overwhelming response was #2.

What, the opinion of those more versed in elections gone wrong, should the Board's action be? 

Thank you kindly for your help.

Marti Kincaid

 

Edited September 29, 2020 at 11:33 PM by Blackdogtravel
clarification

[Rob Elsman]

One possibility is "nothing".  It is possible that the board has no authority to be involved in the matter at all.

[Josh Martin]

1 hour ago, Blackdogtravel said:

"edit" to be more clear on the question -- should the election be declared "null and void" and then sent out according to the bylaws? Or is there another option?

Our organization's secretary, who is new to the job, mailed election ballots to the membership but made two errors -- the nominees were not listed in alphabetical order and a blank envelope was not enclosed.

The bylaws read " ..shall mail to each member in good standing a ballot listing all
nominees for each contested position in alphabetical order with names of states in which they reside.
together with a blank envelope and a return envelope addressed to the Secretary or the independent firm
marked “Ballot” and bearing the name of the member to which it was sent. "

Parts of the membership were in quite a dither because of the errors.

The Board then tried to rectify the situation by polling the membership via email (note: email has not been approved as a method of communication by the bylaws) by asking if 1) the ballots should be resent, 2) members could provide their own blank envelope for the ballot, 3) email a new ballot with names in alphabetical order and have members supply their own blank envelope. The overwhelming response was #2.

In my view, the errors presented here are not sufficient to declare the election null and void, and in any event, only the membership could make that determination, not the board.

1 hour ago, Blackdogtravel said:

What, the opinion of those more versed in elections gone wrong, should the Board's action be? 

I don't believe the board can or should take any action in regard to these issues. In addition to the fact that the board may lack the authority to make such decisions, I expect that most actions which could be taken to try to "fix" the problems will only make them worse.

So in other words, I agree that you should go with option #2 as your membership has overwhelmingly suggested (which is essentially the "do nothing" option).

Edited September 30, 2020 at 12:28 AM by Josh Martin

[Blackdogtravel]

On 9/29/2020 at 5:23 PM, Rob Elsman said:

One possibility is "nothing".  It is possible that the board has no authority to be involved in the matter at all.

How does one determine if the Board has no authority to be involved in the matter at all? Is there some place in Robert's that I should be reviewing? 

Thank you

[Blackdogtravel]

On 9/29/2020 at 6:27 PM, Josh Martin said:

In my view, the errors presented here are not sufficient to declare the election null and void, and in any event, only the membership could make that determination, not the board.

 

The membership is spread all over North America. What would be the procedure for the membership to declare the election "null and void?" 

 

[Atul Kapur]

1 hour ago, Blackdogtravel said:

How does one determine if the Board has no authority to be involved in the matter at all? Is there some place in Robert's that I should be reviewing? 

Thank you

". . . the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it." RONR (12th ed.) 49:5

[Josh Martin]

11 hours ago, Blackdogtravel said:

The membership is spread all over North America. What would be the procedure for the membership to declare the election "null and void?" 

Does the membership ever have meetings? Perhaps a convention or something?

[Blackdogtravel]

12 hours ago, Atul Kapur said:

". . . the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it." RONR (12th ed.) 49:5

That helps me narrow it down. The bylaws state "General management of the Club's affairs shall be entrusted to the Board." It appears to me that the Board can make a decision.

Also the bylaws have means for members to call for a special club meeting "upon receipt of a petition signed by 10% of the members of the Club who are in good standing." The President or majority of the Board are also allowed to call for a special meeting. 

Please correct me if my logic is incorrect.

[Blackdogtravel]

3 hours ago, Josh Martin said:

Does the membership ever have meetings? Perhaps a convention or something?

The bylaws call for an Annual Meeting. Because of Covid, the Annual Meeting will be held as a Zoom meeting. This is allowed in the state of incorporation and, although a bit in the gray area of interpretation, allowed by the bylaws. I am more inclined to advise to call for a special meeting. 

[Atul Kapur]

Let's take as fact that the Zoom meeting is authorized.

The Annual Meeting is a perfectly appropriate place to raise the question. Someone at the Annual Meeting, preferably before the results are announced, could raise a point of order that the election rules in the bylaws were breached and, therefore, the election should be declared null and void. The presiding officer would then rule. (If I were the presiding officer, I would rule the point not well taken, in agreement with Mr. Martin.) The ruling would be subject to an appeal.

I'm not sure why you think that a special meeting would be preferable.

[Josh Martin]

5 hours ago, Blackdogtravel said:

The bylaws state "General management of the Club's affairs shall be entrusted to the Board." It appears to me that the Board can make a decision.

I disagree that "General management of the Club's affairs" is sufficient to authorize the board to make decisions regarding elections by the membership, let alone sufficient to authorize the board to declare an election by the membership null and void.

In any event, however, it remains my opinion that the violations presented here are not sufficient to declare the election null and void.

5 hours ago, Blackdogtravel said:

The bylaws call for an Annual Meeting. Because of Covid, the Annual Meeting will be held as a Zoom meeting. This is allowed in the state of incorporation and, although a bit in the gray area of interpretation, allowed by the bylaws. I am more inclined to advise to call for a special meeting. 

A special meeting may be called for this purpose if desired.

I would be curious to hear more about this "gray area of interpretation" regarding whether Zoom meetings are permitted.

4 hours ago, Atul Kapur said:

I'm not sure why you think that a special meeting would be preferable.

I suspect that the goal is that, in the event that the election is declared null and void, that a new election can still be completed prior to the annual meeting.