absentee ballots Proxy voting and absentee ballots

[J. J.]

On 2/22/2024 at 1:01 PM, Josh Martin said:

In my view, the association is free to adopt proxy voting in its bylaws unless the Federation's rules specifically provide that proxy voting is not permitted for associations, or if proxy voting is prohibited by applicable law for this type of organization.

I agree, but I think that the role of the Federation's relationship with the more local association is key.

Some parent groups do have regulations on what the local can do and could have a bylaw clause prohibiting a local from creating a local bylaw permitting absentee or proxy voting. 

Many of the people here belong to a group that requires local member groups to use the current edition of RONR as its parliamentary authority.  Even if one of these local groups wished to adopt  another authority in its bylaws, it could not.

[Joshua Katz]

On 4/11/2024 at 10:01 AM, J. J. said:

I agree, but I think that the role of the Federation's relationship with the more local association is key.

 

But we decided upthread that, in our personal opinions, the parent organization's bylaws did not prohibit the local organization from adopting these rules in its bylaws. I thought one regular disagreed, but he then stated he would testify under oath that he did not. Are you now saying you disagree with that conclusion? 

[Josh Martin]

On 4/11/2024 at 12:01 PM, J. J. said:

I agree, but I think that the role of the Federation's relationship with the more local association is key.

Some parent groups do have regulations on what the local can do and could have a bylaw clause prohibiting a local from creating a local bylaw permitting absentee or proxy voting. 

I agree, but I don't understand how this conflicts with what I said. I have no disagreement that the Federation can adopt rules "prohibiting a local from creating a local bylaw permitting absentee or proxy voting." The question is whether the Federation has, in fact, done so.

On 2/22/2024 at 12:01 PM, Josh Martin said:

In my view, the association is free to adopt proxy voting in its bylaws unless the Federation's rules specifically provide that proxy voting is not permitted for associations, or if proxy voting is prohibited by applicable law for this type of organization.

On 4/11/2024 at 12:22 PM, Joshua Katz said:

But we decided upthread that, in our personal opinions, the parent organization's bylaws did not prohibit the local organization from adopting these rules in its bylaws. I thought one regular disagreed, but he then stated he would testify under oath that he did not. Are you now saying you disagree with that conclusion? 

Well, none of us have conducted an exhaustive review of the Federation's bylaws in this regard, so I do not know that any of us can conclusively say that there is no such provision.

I will agree that, as of this time, no facts have been presented indicating that the parent organization's bylaws prohibit the local organization from adopting these rules in its bylaws.

Edited April 11, 2024 at 05:46 PM by Josh Martin

[J. J.]

It does not conflict, but I wanted to state it a bit more strongly. 

[J. J.]

On 4/11/2024 at 1:22 PM, Joshua Katz said:

But we decided upthread that, in our personal opinions, the parent organization's bylaws did not prohibit the local organization from adopting these rules in its bylaws. I thought one regular disagreed, but he then stated he would testify under oath that he did not. Are you now saying you disagree with that conclusion? 

I think it is unknown, unless we have seen the bylaws in question. 

[Guest Mario]

On 4/11/2024 at 12:50 PM, Joshua Katz said:

This person you're corresponding with is not even a member of your organization, correct? I'd say to ignore them, do what your organization wants, and let them try to enforce their interpretation. 

Correct.

[Guest Mario]

It is true, the parent organization's bylaws did not probihit proxy voting or absentee ballots for local organizations, neither are mentioned in the bylaws for local organizations.

What if there is a state law or provincial law that says that says that proxy voting is only permitted if a corporation’s bylaws allow it, and so the organization is saying that by not including proxy voting in bylaws that actually DOES means it is NOT allowed...? But as stated above, Robert's Rules states that:

"The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points." RONR (12th ed.) 56:7

So, does that mean if proxy voting and absentee ballots are NOT mentioned in the parent organization's bylaws, that local organizations can permit proxy voting or absentee ballots in their local organization's bylaws? 

 

[Joshua Katz]

Yes, RONR does say that. But it also says that applicable procedural laws take precedence. So if the state law says proxy voting must be authorized in the bylaws, and the bylaws do not authorize it, then it is not permitted. But I still maintain that, if the parent bylaws are silent, the local organization may authorize it in their bylaws.

[Atul Kapur]

On 4/13/2024 at 2:45 PM, Guest Mario said:

What if there is a state law or provincial law that says that says that proxy voting is only permitted if a corporation’s bylaws allow it,

What, exactly, does the applicable law say? There are many variations; some say proxies are allowed unless the bylaws prohibit them, some say as you write. 

[Guest Mario]

On 4/13/2024 at 9:53 PM, Atul Kapur said:

What, exactly, does the applicable law say? There are many variations; some say proxies are allowed unless the bylaws prohibit them, some say as you write. 

Applicable law states:

"Subject to subsection (1.1), every member entitled to vote at a meeting of the members may by means of a proxy appoint a proxyholder or one or more alternate proxyholders as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. 

Limitation

(1.1) A member may appoint a proxyholder only if the articles or by-laws of the corporation permit it."

[Guest Mario]

On 4/13/2024 at 9:53 PM, Atul Kapur said:

What, exactly, does the applicable law say? There are many variations; some say proxies are allowed unless the bylaws prohibit them, some say as you write. 

And, applicable law does not mention absentee ballots at all but does say:

"A corporation may provide in its by-laws for voting by mail or by telephonic or electronic means, in addition to or instead of voting by proxy."

The parent organization's bylaws do not mention absentee ballots at all.

[Atul Kapur]

Thank you for the extra information. I agree with @Joshua Katz's answer above

[Josh Martin]

On 4/13/2024 at 1:45 PM, Guest Mario said:

What if there is a state law or provincial law that says that says that proxy voting is only permitted if a corporation’s bylaws allow it, and so the organization is saying that by not including proxy voting in bylaws that actually DOES means it is NOT allowed...?

In my view, this would not change anything. This would strengthen the interpretation that proxy voting is not permitted unless the local organization's bylaws allow it - but everyone's already on the same page there. I don't think this fact leads to any further assistance on the question of the parent organization's rules.

On 4/13/2024 at 1:45 PM, Guest Mario said:

But as stated above, Robert's Rules states that:

"The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points." RONR (12th ed.) 56:7

So, does that mean if proxy voting and absentee ballots are NOT mentioned in the parent organization's bylaws, that local organizations can permit proxy voting or absentee ballots in their local organization's bylaws? 

Yes, that's exactly what it means. (It also means that even to the extent the parent organization's bylaws prohibited proxy voting or absentee ballots, there would be a question of whether that rule referred solely to the operations of the parent organization, or was also applicable to the operation of constituent units.)

Edited April 14, 2024 at 08:54 AM by Josh Martin

[Guest Mario]

On 4/14/2024 at 4:53 AM, Josh Martin said:

Yes, that's exactly what it means. (It also means that even to the extent the parent organization's bylaws prohibited proxy voting or absentee ballots, there would be a question of whether that rule referred solely to the operations of the parent organization, or was also applicable to the operation of constituent units

The parent organization's bylaws said that proxy voting is prohibited for the Federation (the parent organization) and for the Council (for the city's organization) but was silent on this point for individual Associations (local organizations). So to confirm, members asked the parent organization about adding to their own local organization's bylaws that proxy voting and absentee ballots are permitted and authorized, and the answer was no because it is prohibited. When asking for clarification of where it said that in the bylaws (since it did not, when they looked up the document on their website), they received little clarification. Actually once questions were being asked, the previous bylaw document was removed from the website and replaced with a new one and this new sentence appeared stating it is prohibited (you may have seen my other post about amendments, which is related to this situation, so I won't repeat what was said in that "amendments" thread). 

[Josh Martin]

On 4/15/2024 at 8:25 AM, Guest Mario said:

The parent organization's bylaws said that proxy voting is prohibited for the Federation (the parent organization) and for the Council (for the city's organization) but was silent on this point for individual Associations (local organizations). So to confirm, members asked the parent organization about adding to their own local organization's bylaws that proxy voting and absentee ballots are permitted and authorized, and the answer was no because it is prohibited. When asking for clarification of where it said that in the bylaws (since it did not, when they looked up the document on their website), they received little clarification. Actually once questions were being asked, the previous bylaw document was removed from the website and replaced with a new one and this new sentence appeared stating it is prohibited (you may have seen my other post about amendments, which is related to this situation, so I won't repeat what was said in that "amendments" thread). 

Well, I think you have our answers on this matter.

I don't know what more we can do to help. I maintain my position that based solely upon the facts presented, the Council is permitted to amend its rules providing that proxy voting or absentee ballots counted together with votes at a meeting are permitted (although it is my strong personal recommendation that the Council should not do so), notwithstanding the apparent resistance to this by certain persons within the Federation, who may or may not represent the position of the Federation as a whole.

As a practical matter, however, it does not seem particularly wise for the Council to simply openly defy the advice of its parent organization in this matter, and I imagine doing so may lead to repercussions. So if the Council wishes to pursue this matter further, it would seem the Council may wish to seek out a professional parliamentarian (who could perhaps assist the organization in reviewing in full the rules of the Federation and the Council and writing a detailed opinion on this matter, with the intent of persuading the Federation) or an attorney (who could advise the Council on what legal options the Council may have in this matter).