Recusal vs. Need for unanimous vote

[JasonMeadors]

First, thank you for letting me so easily register for this valuable resource. 

Our board's policies and procedures dictate that interim e-votes between meetings, to be effective, must be unanimous. Those votes are then affirmed at the next regularly scheduled board meeting. 

We have an issue involving one board member who is recusing herself from the vote. The question is: Does that recusal then change the unanimous requirement to mandate a unanimous vote of the remaining members? Or does it then make the obviate the possibility of a unanimous vote since unanimity of all members cannot be achieved? 

Obviously, we need to work on that portion of our P&P for future issues.

[Weldon Merritt]

First of all, for e-voting to be allowed, it must be authorized in your bylaws (or higher authority, such as an applicable statute), not just in your policies and procedures. Second, if it is properly authorized, the provision authorizing it should spell out whether it requires 100% of the votes cast, or 100% of the full membership. If ambiguous, you need to figure out what it means, and then amend the provision to resolve the ambiguity.

[JasonMeadors]

Thank you, Weldon. Your reply sent me to the bylaws, which is always a good exercise. 

The bylaws specifically allow for voting "by writing" to be a valid action by "unanimous written consent." But that unanimous written consent is "by all voting members of the Board."

So that puts that to rest. Seems unambiguous. Without all voting members, there's no unanimous consent. 

Much appreciated.