Unanimous Consent

[Tomm]

The Bylaws state:

SECTION 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS

A. Voting shall be by ballot of Members in good standing present at any meeting of the Members. The following procedures shall apply for ballot voting: (emphases added)

1. Voting shall proceed under supervision of the Election Committee.

2. At least two (2) members of the Election Committee shall be in attendance at all times during voting and they, along with their assigns, shall issue all official ballots, and witness the casting of the ballots.

3. Ballot boxes shall remain sealed until all votes are cast. Votes shall be tabulated in the presence of at least three (3) members of the Election Committee. Any Member may be present as an observer at the tabulation of the votes. Upon completion of the tabulation of ballots, the results shall be certified by the Election Committee Chair to the Board and posted on the XXXX website and/or in XXXX Facilities.

Question: Does this eliminate the ability for the Chair to use "unanimous consent" as method of voting? The Bylaw seems pretty open and shut with no other options on voting.

[Joshua Katz]

This is going to depend on looking at the bylaws as a whole, not just one section. We'd need to determine what this section applies to. I have a hard time believing that there's a ballot vote on a motion to recess, for instance.

[Tomm]

On 9/9/2022 at 2:39 PM, Joshua Katz said:

This is going to depend on looking at the bylaws as a whole, not just one section.

Without boring you with everything, Section 5, as stated above is just one Section of our Article IV:

ARTICLE IV – MEMBERSHIP MEETINGS

SECTION 1: ANNUAL MEMBERSHIP MEETING

SECTION 2: SPECIAL MEMBERSHIP MEETINGS

SECTION 3: MEMBERSHIP QUORUM

SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS

SECTION 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS

SECTION 6: LIMITATION PERIOD

I would assume this also applies to simply approving the Minutes from the previous year or the current Agenda!

Edited September 9, 2022 at 10:22 PM by Tomm
accuracy

[Richard Brown]

Like Joshua Katz, I would be surprised if the bylaws require voting by ballot on everything that gets voted on, including motions for the previous question, to take a recess, to adjourn — absolutely everything. However, unless something has been left out, The bylaws do appear to do just that. I would hope that the quoted provision regarding voting by ballot applies only to elections, but you have not shown us anything to indicate that to be the case.

RONR does provide in 45:20 that if the bylaws require a ballot vote, that provision cannot be suspended.

Ultimately, it is up to the members of your organization to interpret its bylaws.  
 

[Tomm]

On 9/9/2022 at 4:27 PM, Richard Brown said:

I would hope that the quoted provision regarding voting by ballot applies only to elections

Nope. Elections for the Board of Directors is covered under an entirely separate Article of the Bylaws.

Therefore, I assume the answer to my original question is that any motion passed by "unanimous consent" by the Chair would be out of order. 

[Josh Martin]

On 9/9/2022 at 4:09 PM, Tomm said:

Does this eliminate the ability for the Chair to use "unanimous consent" as method of voting?

No, I don't think it eliminates the ability for the chair to use unanimous consent, because unanimous consent is not a method of voting. It is a method of adopting actions without a vote.

"Under these conditions, the method of unanimous consent can be used either to adopt a motion without the steps of stating the question and putting the motion to a formal vote, or it can be used to take action without even the formality of a motion." RONR (12th ed.) 4:58

The rule in question does not prescribe that a ballot vote must be used for particular matters (such as elections), nor does it provide that ballot voting shall be used for "all motions." If it did, then certainly ballot voting would have to be used for the specified matters, and there would be no permissible substitute (even unanimous consent). This rule instead provides that voting must be by ballot. In my view, the manner in which this should be interpreted is that business can be conducted by unanimous consent, but if a vote is to be taken, the vote must be by ballot.

In any event, it seems there will still be an awful lot of ballot voting, so it would seem prudent for the society to invest in an electronic voting system, and ideally to amend the bylaws to remove the rule altogether or, at the very least, limit its application.

On 9/9/2022 at 4:39 PM, Joshua Katz said:

This is going to depend on looking at the bylaws as a whole, not just one section. We'd need to determine what this section applies to. I have a hard time believing that there's a ballot vote on a motion to recess, for instance.

 

On 9/9/2022 at 6:27 PM, Richard Brown said:

Like Joshua Katz, I would be surprised if the bylaws require voting by ballot on everything that gets voted on, including motions for the previous question, to take a recess, to adjourn — absolutely everything. However, unless something has been left out, The bylaws do appear to do just that. I would hope that the quoted provision regarding voting by ballot applies only to elections, but you have not shown us anything to indicate that to be the case.

RONR does provide in 45:20 that if the bylaws require a ballot vote, that provision cannot be suspended.

Ultimately, it is up to the members of your organization to interpret its bylaws.  

I don't know why it is so hard to believe a society would adopt a dumb rule without thinking it through.

I would agree that it almost certainly was not the society's intent to require ballot voting in all cases, but it would not surprise me if a society nonetheless adopted such a rule without thinking through all the implications.

[Joshua Katz]

On 9/9/2022 at 6:52 PM, Josh Martin said:

I don't know why it is so hard to believe a society would adopt a dumb rule without thinking it through.

 

Well, I suppose that is not so hard to believe. But I'd rather see the context before deciding it had done so, particularly since I expect that their practices do not align with such an interpretation. (Although their membership meetings have been inquorate, they still presumably adjourned.)

[puzzling]

I agree it is a very dumb rule.

And I  think it should apply to every main motion (RONR 10) that is debated, any member wants a vote on or is such that it is wise to take a formal vote on. (interpretation of 4:59-60)

Sadly yes that means that no such motion can be agreed by unanimous consent.

Another problem occurs if no two  members  of the election committee are present, no votes on main motions can be taken. (I presume here that the election committee is a standing committee of the organisation.)

Somebody must have been sleeping when they voted for  these rules. 

Edited September 11, 2022 at 10:38 AM by puzzling
edited because of later discussion

[Drake Savory]

On 9/9/2022 at 3:09 PM, Tomm said:

Question: Does this eliminate the ability for the Chair to use "unanimous consent" as method of voting?

In an election, this is the same as "voting by acclamation" and by Rule 46:40 electing by acclamation is out of order since you specify voting by ballot as the way to vote.   

[Tomm]

On 9/9/2022 at 4:52 PM, Josh Martin said:

No, I don't think it eliminates the ability for the chair to use unanimous consent, because unanimous consent is not a method of voting. It is a method of adopting actions without a vote.

 

On 9/10/2022 at 3:37 AM, puzzling said:

Sadly yes that means that no such motion can be agreed by unanimous consent

Hmmm?

[Gary Novosielski]

On 9/9/2022 at 7:52 PM, Josh Martin said:

No, I don't think it eliminates the ability for the chair to use unanimous consent, because unanimous consent is not a method of voting. It is a method of adopting actions without a vote.

"Under these conditions, the method of unanimous consent can be used either to adopt a motion without the steps of stating the question and putting the motion to a formal vote, or it can be used to take action without even the formality of a motion." RONR (12th ed.) 4:58

The rule in question does not prescribe that a ballot vote must be used for particular matters (such as elections), nor does it provide that ballot voting shall be used for "all motions." If it did, then certainly ballot voting would have to be used for the specified matters, and there would be no permissible substitute (even unanimous consent). This rule instead provides that voting must be by ballot. In my view, the manner in which this should be interpreted is that business can be conducted by unanimous consent, but if a vote is to be taken, the vote must be by ballot.

In any event, it seems there will still be an awful lot of ballot voting, so it would seem prudent for the society to invest in an electronic voting system, and ideally to amend the bylaws to remove the rule altogether or, at the very least, limit its application.

 

I don't know why it is so hard to believe a society would adopt a dumb rule without thinking it through.

I would agree that it almost certainly was not the society's intent to require ballot voting in all cases, but it would not surprise me if a society nonetheless adopted such a rule without thinking through all the implications.

Even more interesting is why the society would require the election committee to be in charge of the ballot boxes for a simple motion to recess.

[puzzling]

On 9/10/2022 at 11:14 PM, Tomm said:

 

Hmmm?

after rereading section 4 I changed my post,

Unanimous consent can still be used in many cases. 

[Gary Novosielski]

I think it would be good to reëmphasize that in the case of elections, to which this language appears most applicable, a ballot vote, required in the bylaws as this one is, may not be dispensed with even by a unanimous vote, let alone unanimous consent.

[puzzling]

On 9/11/2022 at 3:32 PM, Gary Novosielski said:

I think it would be good to reëmphasize that in the case of elections, to which this language appears most applicable, a ballot vote, required in the bylaws as this one is, may not be dispensed with even by a unanimous vote, let alone unanimous consent.

I agree with this.

On 9/10/2022 at 12:36 AM, Tomm said:

Nope. Elections for the Board of Directors is covered under an entirely separate Article of the Bylaws.

I have not seen this part of the bylaws, but I guess the part shown was a bad copy-paste-edit of it. 

[Josh Martin]

On 9/11/2022 at 9:32 AM, Gary Novosielski said:

I think it would be good to reëmphasize that in the case of elections, to which this language appears most applicable, a ballot vote, required in the bylaws as this one is, may not be dispensed with even by a unanimous vote, let alone unanimous consent.

It is not exclusive to elections. If the bylaws prescribe that particular matters must be voted on by ballot, such a rule may not be suspended. (Elections are simply the most common type of business to which such a rule is applied.) We are told there is a separate section pertaining to elections, which (presumably) requires a ballot vote for elections.

"When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended—even by a unanimous vote—so as to take the vote by a nonsecret method." RONR (12th ed.) 45:19

Edited September 11, 2022 at 03:11 PM by Josh Martin

[Gary Novosielski]

On 9/11/2022 at 11:09 AM, Josh Martin said:

It is not exclusive to elections. If the bylaws prescribe that particular matters must be voted on by ballot, such a rule may not be suspended. (Elections are simply the most common type of business to which such a rule is applied.) We are told there is a separate section pertaining to elections, which (presumably) requires a ballot vote for elections.

"When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended—even by a unanimous vote—so as to take the vote by a nonsecret method." RONR (12th ed.) 45:19

Thanks for that citation.  I had forgotten the details.

On another matter, I'm still puzzled by the assertion that elections are covered in a completely separate article, while the election committee is so heavily referenced in this section, where, one would presume, they would be irrelevant.  (I've seen inexpertly drafted bylaws before but this seems to dip below the average.)

[Tomm]

On 9/11/2022 at 9:22 AM, Gary Novosielski said:

On another matter, I'm still puzzled by the assertion that elections are covered in a completely separate article, while the election committee is so heavily referenced in this section, where, one would presume, they would be irrelevant.  (I've seen inexpertly drafted bylaws before but this seems to dip below the average.)

And here's the Article on Elections. Can you even find the word "ballot" in this Bylaw?

ARTICLE VIII - ELECTION OF BOARD OF DIRECTORS

SECTION 1: POLLING PLACES, TIMES AND DATES

A. Election of the Board shall be held on the second Tuesday in December each year.

B. The Board may schedule earlier voting dates.

C. The Board shall select the number of polling places, their locations and times of operation for voting within XXXXXX, Maricopa County, Arizona.

D. The Board shall select the number of days for online voting through the Web Portal.

SECTION 2: VOTES The Board candidate or candidates receiving the highest number of votes shall be elected to the vacancy or vacancies for which the election is held.

SECTION 3: RECALL ELECTION

A. In a recall election, a Board of Director shall be deemed recalled if a majority of the votes cast by Membership ballots are for his/her removal, provided further that the total number of votes received for the recall is not less than one hundred (100).

B. The person receiving the highest number of votes cast by Membership ballots to replace the recalled Board of Director shall be deemed elected to fill the unexpired term of said Board of Director.

C. The Board, or its designated representative, may use the services of a neutral entity and adopt their procedures, as desired, to ensure a fair election process.

D. The Board, or its designated representative, may exercise the flexibility to negotiate technical and routine matters with the neutral entity conducting the election at the Board’s request and to make any necessary arrangements or revisions as the need arises.

[Atul Kapur]

On 9/11/2022 at 10:22 AM, Gary Novosielski said:

the election committee is so heavily referenced in this section,

Well, this seems to assign to them similar tasks  outside of elections. This may avoid having to appoint a tellers committee for each vote. (I say "may" because it does not say they count the ballots, just that the tabulation has to be done in the presence of three members of the committee.)