Committee's Authority

[Tomm]

This is what the Bylaw's say about voting at the Annual Membership Meeting:

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:

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.

I am a member of the Election Committee and suspect that the Committee will be attempting to establish an alternate method of voting at our next meeting rather than by ballot for everything!

Question: Based on the wording in the establishment of the Standing Election Committee stated in the Bylaws, does the Election Committee even have the authority to address the rules that establish the voting procedures?

It's my understanding that that would exceed the Committee's authority. 

SECTION 1: STANDING COMMITTEES

A standing committee is a small group of Members, subordinate to the Board, which is organized to assist the Board in specific areas as follows and does not meet in the months of July and August. Other months without meetings can be determined by each committee individually.

A,B,..

C. Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results.

[Alicia Percell, PRP]

No, the Election Committee does not have the authority to decide that another voting method may be used, and even the members in the meeting may not suspend such a bylaw requirement for a ballot vote.  See RONR (12th ed.) 25:7, which in relevant part says:

"Rules That Cannot Be Suspended. Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14. However, a rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended so as to violate the secrecy of the members’ votes unless the bylaws so provide (see also Voting by Ballot, 45:18–24)."

[Josh Martin]

On 10/11/2022 at 3:28 PM, Tomm said:

I am a member of the Election Committee and suspect that the Committee will be attempting to establish an alternate method of voting at our next meeting rather than by ballot for everything!

Question: Based on the wording in the establishment of the Standing Election Committee stated in the Bylaws, does the Election Committee even have the authority to address the rules that establish the voting procedures?

It's my understanding that that would exceed the Committee's authority. 

No. For starters, the provision in question cannot be suspended. See RONR (12th ed.) 25:7.

Even assuming the provision could be suspended, however, the authority to do so would rest with the assembly as a whole, not the Election Committee, unless the organization's rules specifically grant such authority to the committee. (Which does not appear to be the case.)

Further, I would note that it may be prudent to amend the bylaws to call this committee something else. If the duties of this committee involve managing the voting procedures for all votes, not just elections, then calling this committee the "Election Committee" seems confusing.

Finally, it would seem prudent in the long run to amend this provision to limit the types of votes to which it applies (or even to remove it altogether), as it is likely impractical to conduct all votes by ballot. Nonetheless, the assembly is obliged to follow the bylaws as they are presently written unless and until they are amended.

Edited October 12, 2022 at 04:46 PM by Josh Martin

[Tomm]

On 10/12/2022 at 9:44 AM, Josh Martin said:

Even assuming the provision could be suspended, however, the authority to do so would rest with the assembly as a whole, not the Election Committee, unless the organization's rules specifically grant such authority to the committee.

Thanks. I totally understand that voting by ballot cannot be suspended. I was more concerned if their was any way to misconstrued the specific authority that was given to the Election Committee during its establishment that would even allow them to address this issue.

Thanks again.

[George Mervosh]

On 10/12/2022 at 12:56 PM, Tomm said:

Thanks. I totally understand that voting by ballot cannot be suspended. I was more concerned if their was any way to misconstrued the specific authority that was given to the Election Committee during its establishment that would even allow them to address this issue.

Thanks again.

If the committee has any questions regarding the authority given to it, they must seek clarification from the parent body.  The parent body will provide any necessary bylaw interpretation.

[Richard Brown]

@Tomm, you quoted your bylaws as saying:

On 10/11/2022 at 3:28 PM, Tomm said:

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:

It is most unusual for bylaws to require that ALL voting by the membership shall be by secret ballot. Is there any chance that the quoted bylaw provision is from a section of the bylaws dealing solely with ELECTIONS at the annual meeting? 

[Tomm]

On 10/12/2022 at 10:28 AM, Richard Brown said:

Is there any chance that the quoted bylaw provision is from a section of the bylaws dealing solely with ELECTIONS at the annual meeting? 

Nope. This Section of the Bylaws is under the Article titled MEMBERSHIP MEETINGS.

[Josh Martin]

On 10/12/2022 at 12:28 PM, Richard Brown said:

@Tomm, you quoted your bylaws as saying:

It is most unusual for bylaws to require that ALL voting by the membership shall be by secret ballot. Is there any chance that the quoted bylaw provision is from a section of the bylaws dealing solely with ELECTIONS at the annual meeting? 

For more information on this subject, see this thread: https://robertsrules.forumflash.com/topic/39780-unanimous-consent/

Edited October 12, 2022 at 06:21 PM by Josh Martin

[Richard Brown]

 Thanks, Josh. . I knew all of this sounded familiar. 

[Tomm]

On 10/12/2022 at 11:38 AM, Richard Brown said:

I knew all of this sounded familiar. 

It's not my intention to rehash a previous post. Just want to make sure that voting procedures are not within the responsibility of the Standing Election Committee.

[Alicia Percell, PRP]

 

On 10/12/2022 at 12:06 PM, Tomm said:

It's not my intention to rehash a previous post. Just want to make sure that voting procedures are not within the responsibility of the Standing Election Committee.

Committees only have the scope/powers given to them in the bylaws.  From the portion of the bylaws that you shared, the Election Committee only has three things it is authorized to do:

1) recruit a sufficient number of Board candidates

2) conduct the candidate forums

3) ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results

There's nothing which gives the committee authority to write any voting procedures, especially not ones which would violate the bylaws.  On the contrary, it says the committee's job is to make sure the elections are conducted "pursuant to the Corporate Documents."  Its job is to see that the existing rules are followed, not to write new ones.