Guest Curious George Posted June 19, 2021 at 10:09 PM Report Share Posted June 19, 2021 at 10:09 PM In an organization with a board of 12 people, the bylaws allow the board to make motions by email and vote by email over a 5 day period. An email motion was made and board members started voting on Monday. Two of the board members voted on the email motion on Tuesday, and then on Wednesday they resigned from the board before the voting ended on Saturday. When the results for that vote are announced, should they include the votes of the two people who cast votes on Tuesday and then resigned on Wednesday? The type of motion being voted on needs to be adopted "by a vote of 2/3 of the entire board" so I guess we also need to know whether that means 2/3 of 12 people or whether it means 2/3 of 10 people. Is it their status at the start of the vote or at the end of the vote that matters? Can the board's membership can change during the vote? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 19, 2021 at 11:06 PM Report Share Posted June 19, 2021 at 11:06 PM 55 minutes ago, Guest Curious George said: When the results for that vote are announced, should they include the votes of the two people who cast votes on Tuesday and then resigned on Wednesday? RONR's approach to this sort of voting arrangement can be summarized as "good luck." That is, it says to adopt your own rules rather than giving any. Do you have any relevant rules that may address this? They will take precedence over anything else. If really stuck, I guess my personal opinion (worth very little to your organization) would be that the votes count, because they were cast by members with the right to vote. Later events intruded, to be sure. 56 minutes ago, Guest Curious George said: he type of motion being voted on needs to be adopted "by a vote of 2/3 of the entire board" so I guess we also need to know whether that means 2/3 of 12 people or whether it means 2/3 of 10 people. Good question. I guess I would advise making sure this is consistent with the first decision. 56 minutes ago, Guest Curious George said: Can the board's membership can change during the vote? Apparently. 😉 But let's see if we can make this any easier by addressing one thing: were the resignations accepted? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 19, 2021 at 11:32 PM Report Share Posted June 19, 2021 at 11:32 PM 1 hour ago, Guest Curious George said: In an organization with a board of 12 people, the bylaws allow the board to make motions by email and vote by email over a 5 day period. An email motion was made and board members started voting on Monday. Two of the board members voted on the email motion on Tuesday, and then on Wednesday they resigned from the board before the voting ended on Saturday. When the results for that vote are announced, should they include the votes of the two people who cast votes on Tuesday and then resigned on Wednesday? The type of motion being voted on needs to be adopted "by a vote of 2/3 of the entire board" so I guess we also need to know whether that means 2/3 of 12 people or whether it means 2/3 of 10 people. Is it their status at the start of the vote or at the end of the vote that matters? Can the board's membership can change during the vote? I concur with Mr. Katz that this is a problem the society will ultimately have to resolve for itself. RONR says the following regarding a situation in which "the bylaws allow the board to make motions by email and vote by email over a 5 day period." "A group that attempts to conduct the deliberative process in writing - such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax) does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30-36)." RONR (12th ed.) 1:1n1 With that said, however, this may all be much ado about nothing. So far as the rules of RONR are concerned, a resignation is not effective until the resignation has been accepted. A resignation may be accepted by the body with the authority to fill the resulting vacancy. So if the resignations have not yet been accepted (which seems likely), then these persons are still members of the board, which makes the answers to the questions pretty obvious - their votes count and the threshold for adoption is 2/3 of 12 people. If for some unusual reason the resignations have already been accepted (or perhaps the bylaws provide that resignations are effective immediately), and as a result these persons were indeed members at the time they cast their votes but are no longer members, my own view of it is that their votes should still be counted and that the threshold for adoption is 2/3 of 12 people. The alternate interpretation would be that their votes are not counted and that the threshold for adoption is 2/3 of 10 people. This would not be my personal interpretation, but I think it would still be reasonable. I will say that the one interpretation which certainly would NOT make sense would be that their votes are counted, but that the threshold for adoption is 2/3 of 10 people. They can't simultaneously be counted as being members and as not being members. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 20, 2021 at 12:20 AM Report Share Posted June 20, 2021 at 12:20 AM This is one of the many problems with email voting and why it should not be used except in true emergencies or for the most mundane of matters. RONR provides no answers to self-made situations like this. It should not be used for controversial or contentious matters because of problems just like the one described in this thread. Quote Link to comment Share on other sites More sharing options...
Guest Curious George Posted June 20, 2021 at 05:36 AM Report Share Posted June 20, 2021 at 05:36 AM I didn't find anything in the bylaws about when resignations are effective. And nothing has been done to accept resignations. We thought they were effective when the person resigning said they were. You wrote "A resignation may be accepted by the body with the authority to fill the resulting vacancy." That would be our board. So does the board need to vote to accept a resignation? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 20, 2021 at 07:26 AM Report Share Posted June 20, 2021 at 07:26 AM 1 hour ago, Guest Curious George said: So does the board need to vote to accept a resignation? Yes, unless your bylaws provide otherwise. RONR (12th Ed.) §32, particularly sections 32:5 - 32:7. Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted June 20, 2021 at 11:56 AM Report Share Posted June 20, 2021 at 11:56 AM I would suggest to err on the side of the status quo, given that the result was not known before the resignation and therefore can not been acted upon, first get the board in calmer waters and start again. It is a bit ruling over the grave. Quote Link to comment Share on other sites More sharing options...
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