Voting on Amendments to Current Not-for-Profit By-Laws

[Guest stantexbanash@aol.com]

Our not-for-profit is in the process of conducting a vote to amend its by-laws, giving the option to its members of voting by paper ballot through snail mail or in-person paper ballot. The organization's by-laws state in ARTICLE XII. AMENDMENTS. Section 4. "To pass, an amendment must receive the affirmative vote of two-thirds (2/3) of all eligible members present." The organization has met all other informational provisions in the voting process, but there is no provision in the organization's by-laws to specifically allow voting by mail. However, it does allow in-person voting on by-laws amendments.  

Last year, the organization passed an amendment to allow voting by mail and in-person, but it only pertained to the group's Annual Election. The organization recognizes that requiring only in-person voting will disenfranchise those members who live in other parts of the country, in other towns in Illinois that are too distant for traveling to Chicago or are physically challenged. In last year's amendment vote, we also had trouble obtaining a quorum to conduct the vote, although during the pandemic we conducted our elections by mail ballot in that in-person meetings could not be held.

Since there is no provision in our by-laws to specifically allow voting by mail and the Illinois Statutes make no mention of allowing or disallowing it, can we proceed with our election as planned for in-person and by-mail ballot voting? Wasn't the precedent set in 2020, 2021 and early 2022 by the federal government when it discouraged in-person business gatherings. The bottom line is: Knowing all of this, can our organization conduct this amendment election by snail mail-ballot and in-person ballot? 

I hope this is clear and I can receive one or more answers within the next two days. We are approaching our newsletter deadline, and the mail ballots were distributed. One member said that our by-laws do not allow for this. I searched the Illinois Statutes and Robert's Rules of Order and could not locate a definitive answer. If she is correct, I will have to contact our newsletter editor and have by-mail voting deleted from the article that encourages members to vote. Thank you for your assistance. 

 

[Atul Kapur]

If your bylaws do not allow voting by mail for bylaws amendments, then you are not allowed to do that unless applicable law gives you that authority.

You won't find anything in RONR that allows it. In fact RONR says, "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees." 45:56

While many governments may have introduced exemptions to allow virtual or mail voting in the last few years, despite any provisions saying otherwise in the bylaws, you will need to confirm whether any such exemption is still in effect in the law that applies to you.

No, there is no precedent set that says you can continue to ignore your bylaws because you did so in the past.

[Dan Honemann]

I agree with the response that you have received from Dr Kapur.  There is absolutely nothing in what you have posted that would suggest that absentee voting in anything other than your Annual Election is permissible.