Ballot vote vs. voting at meeting

[Val]

The by-laws state that by-laws shall be amended by a two-thirds vote of the members present and voting at any meeting of the general membership, providing written notice of the proposed amendment has been given to all members at least two weeks prior to the meeting and a quorum is present.

In the section under Meetings, it states that any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot.

Can a motion to send the proposed amendment to a ballot vote be done? Will it override the "shall be" amended at any general membership meeting?

[J. J.]

We would need to see your bylaws and it is likely to end up as a bylaw interpretation question.

[Gary Novosielski]

On 4/2/2024 at 2:27 PM, Val said:

The by-laws state that by-laws shall be amended by a two-thirds vote of the members present and voting at any meeting of the general membership, providing written notice of the proposed amendment has been given to all members at least two weeks prior to the meeting and a quorum is present.

In the section under Meetings, it states that any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot.

Can a motion to send the proposed amendment to a ballot vote be done? Will it override the "shall be" amended at any general membership meeting?

Hard to say.  Since the particular rule related to bylaws amendments is more specific than the general rules pertaining to meetings, and since the specific supersedes the general,  I'd say the members must be physically present.  But this is based on a paraphrase of the bylaws and that's always iffy.

[Richard Brown]

I agree with my colleagues that more information regarding your bylaw provisions regarding amendments and the provision regarding "any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot" will be helpful to us.

[Val]

Thank you, what further information is needed?

[Atul Kapur]

To start, the exact wording of the two sections of the bylaws that you referenced in your original post 

On 4/2/2024 at 2:27 PM, Val said:

The by-laws state that by-laws shall be amended by a two-thirds vote of the members present and voting at any meeting of the general membership, providing written notice of the proposed amendment has been given to all members at least two weeks prior to the meeting and a quorum is present.

and

On 4/2/2024 at 2:27 PM, Val said:

under Meetings, it states that any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot.

 

[Val]

Exact wording:

ARTICLE VI
AMENDMENTS
Section 1. These bylaws shall be amended by two-thirds vote of those members present and 
voting at any meeting of the general membership, providing written notice of the 
proposed amendment has been given to each member at least two weeks prior to the 
meeting, and a quorum is present.

ARTICLE V
MEETINGS

Section 3. Forty percent of the general membership shall constitute a quorum, rounded to the 
nearest whole number. Proxy votes shall not be accepted.
a. Any critical issue with a potential for wide-ranging consequences shall be 
submitted to a mailbox ballot.
Section 4. Robert’s Rules of Order, Newly Revised, shall guide the Faculty Senate President 
and govern proceedings in all cases not provided for in these bylaws.

 

[Atul Kapur]

So, as was said by others, this is a question of interpreting your bylaws. This can only be decided by the organization itself, at a meeting (unless you also have an article in your bylaws about who does the interpreting). For what it's worth, I believe a bylaws amendment cannot be submitted to a mailbox ballot but must be decided at a meeting. This is because I agree with the response above that the article on bylaws amendments supercedes the one that allows submission to a  mailbox ballot, because of a principle of Interpretation in RONR that says "a  general statement or rule is always of less authority than a specific statement or rule and yields to it." RONR (12th ed.) 56:68(3).  Here, the article on how to amend the bylaws is more specific than the general rule that important matters get submitted to a mailbox ballot.

Again, this is my opinion, but only the members can decide (Principle 1: "Each society decides for itself the meaning of its bylaws,")

Out of curiosity, who decides, and how, whether an issue is "critical ... with a potential for wide-ranging consequences"?

Edited April 4, 2024 at 02:37 AM by Atul Kapur

[Gary Novosielski]

On 4/3/2024 at 9:35 PM, Atul Kapur said:

Out of curiosity, who decides, and how, whether an issue is "critical ... with a potential for wide-ranging consequences"?

I don't know, but there are not many things more routine, predictable, and expected, than an annual election.  

[Val]

Atul Kapur,

In the past, which included amendments to the by-laws and amendments to another Policy Manual Volume, Faculty Personnel Policies, any member can make a motion for a ballot vote. If the motion for a ballot vote is seconded, it passes by a majority vote. Then a ballot vote is done for the amendment to the by-laws or the Faculty Personnel Policies volume. 

The current President is interpreting the bylaws by as the by-laws amendment must be voted on at a meeting. Previous Presidents allowed for a motion for a ballot vote for by-laws amendments.

 

[Atul Kapur]

On 4/3/2024 at 11:15 PM, Val said:

The current President is interpreting the bylaws by as the by-laws amendment must be voted on at a meeting. Previous Presidents allowed for a motion for a ballot vote for by-laws amendments.

The president is the correct person to make this interpretation while they are presiding over the meeting. If someone disagrees and wants to allow the motion for a mailbox ballot, that member should appeal from the ruling of the chair. This motion requires a second and is debatable, after which the meeting votes on the question "Shall the decision of the chair be upheld?" It requires a majority in the negative to overturn the chair's ruling.

The fact that previous presidents have allowed the motion for a mailbox ballot does not affect the current president's authority to interpret it a different way; that is, the previous presidents' practice does not set a binding precedent. It is only the meeting that has the power to overturn the chair's ruling.

By the way, once the meeting makes its decision, that should be recorded in the minutes; it does set a precedent, but not necessarily a binding one. The other thing to do is to amend the bylaws to clearly reflect the preferred interpretation.

[Atul Kapur]

On 4/3/2024 at 10:50 PM, Gary Novosielski said:

I don't know, but there are not many things more routine, predictable, and expected, than an annual election.  

I don't understand how this connects with the items being discussed in this thread.

[Dan Honemann]

I am in full agreement with what Dr. Kapur has posted here, but would also note that, when these bylaws refer to a "mailbox ballot", they seem to be referring to a vote that is more of a vote by mail than it is a ballot vote.  It appears that the object of taking such a vote is more to broaden the base of voters than to enable voters to keep how they vote a secret.

Perhaps the bylaws contain some sort of definition of "mailbox ballot" which may shed additional light on the question now under consideration.

On 4/3/2024 at 11:15 PM, Val said:

In the past, which included amendments to the by-laws and amendments to another Policy Manual Volume, Faculty Personnel Policies, any member can make a motion for a ballot vote. If the motion for a ballot vote is seconded, it passes by a majority vote. Then a ballot vote is done for the amendment to the by-laws or the Faculty Personnel Policies volume. 

This is interesting because, ordinarily, adoption of such a motion would result in a ballot vote being taken at the meeting, and also because the quoted bylaw provision regarding votes to be taken by "mailbox ballot" appears to mandate such a vote under designated circumstances.  I suppose the motion "for a ballot vote" as described here is really a motion to declare that such designated circumstances exist.

[Atul Kapur]

On 4/4/2024 at 9:04 AM, Dan Honemann said:

when these bylaws refer to a "mailbox ballot", they seem to be referring to a vote that is more of a vote by mail than it is a ballot vote.

I agree that it appears to be a requirement for a vote by mail. However, I didn't want to confuse the explanation, so I just took it as read; I don't believe a different concept requires any change in my response.

[Josh Martin]

On 4/3/2024 at 10:15 PM, Val said:

In the past, which included amendments to the by-laws and amendments to another Policy Manual Volume, Faculty Personnel Policies, any member can make a motion for a ballot vote. If the motion for a ballot vote is seconded, it passes by a majority vote. Then a ballot vote is done for the amendment to the by-laws or the Faculty Personnel Policies volume. 

Ultimately, it is up to the organization to interpret its own bylaws.

In the long run, if it is indeed the desire of the organization to provide that any motion (including amendments to the bylaws) may be voted on by mail, if the assembly orders a mail vote, by majority vote, the bylaws should be amended to more clearly state this. This is certainly not obvious from looking at the rules in question.

[Drake Savory]

On 4/3/2024 at 8:35 PM, Atul Kapur said:

So, as was said by others, this is a question of interpreting your bylaws.

Isn't there a general rule that bylaws must be interpreted in a way that separate sections do not conflict if possible?  If so, given the nebulous definition of "critical" and the specificity of the amendment clause, is there anyway to NOT interpret it as a 2/3 in-person vote?