Recording votes of a motion

[Edward]

What practice is there for a small board, non-profit, to record the voting of a motion of it board members? 

(Affirmative votes of two-thirds (2/3) of the Directors present at a meeting of the Board) Would the minutes need to reflect each board member and the way they voted?

[Josh Martin]

5 minutes ago, Edward said:

What practice is there for a small board, non-profit, to record the voting of a motion of it board members? 

By default, all that is recorded is whether the motion is adopted or lost. More information might be recorded if a count has been ordered or if the vote is taken by ballot or roll call.

"a) When a count has been ordered, the number of votes on each side is entered, unless the vote was on a motion that would not otherwise be entered in the minutes.

b) When the voting is by ballot, the full tellers’ report (45:37–40) is entered.

c) When the voting is by roll call, the names of those voting on each side and those answering “present,” as well as the total number in each category, are entered. If members who are present fail to respond on a roll-call vote, enough of their names must be recorded as present to reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." RONR (12th ed.) 48:5

8 minutes ago, Edward said:

Would the minutes need to reflect each board member and the way they voted?

Only if the vote is taken by roll call.

[Edward]

Ok, thank you. I should have mentioned that it is a roll call vote as the meetings are conference call, not video conference.

[Josh Martin]

1 hour ago, Edward said:

Ok, thank you. I should have mentioned that it is a roll call vote as the meetings are conference call, not video conference.

The fact that it is by conference call may be relevant. The meaning of the phrase "roll call vote" as the term is used in RONR refers to a situation where the votes are specifically intended to be recorded in this manner so that the votes are known to the constituents of the assembly's members. It is frequently used in government bodies, for example, so that residents know how their representatives voted on an issue.

In a conference call, by contrast, sometimes a vote is taken by roll call simply as a practical matter - obviously a show of hands vote or rising vote is not possible in a conference call, and having everyone shout out "aye" or "no" at once as in a voice vote is often difficult in such a format. Organizations which meet by conference call frequently adopt rules to clarify whether votes taken in this manner are (or are not) recorded as a roll call vote in the minutes. If the organization does not have such rules, it may wish to adopt some.

It should also be noted that electronic meetings are not permitted unless authorized by the organization's bylaws or by applicable law or executive order.

Edited March 19, 2021 at 04:15 PM by Josh Martin