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Change of vote type


Guest Ralph

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First off I would like to say that Robert's Rules are mentioned in our by-laws. But for the purpose of this discussion lets assume it is please.

Background

HOA board consisting of 5 members. From our by-laws it states that

election of board member will be at the annual meeting of the members and will be done by secret ballot.

Replacement of a board member who resigns, dies, removed, etc... will be replaced by vote of the remaining board members

Election for officer positions will be done by the board at the next regular board meeting after the annual meeting.

(not in those exact words but it doesn't give any other options or exceptions.)

Situation.

Annual members meeting. 2 board members to be elected. 1 Board member Quit just prior to the meeting. 1 Board member (myself) out of the country.

Only 3 people nominated/desire to be on the board.

Voice vote was made and passed for all 3 to be elected to the board.

Board met after the meeting and 1 of the 3 newly elected said they would like to fill in the recently vacated position (shorter remaining term) no board members objected.

Board elected officers immediately after the meeting

Questions (if Robert's Rules of Order apply)

1. If there is a election and there are only 3 people running for 3 positions does Robert's Rules allow you to change from secret ballot to voice vote in what I think is contradiction of the by-laws?

2. If by-laws say for board to appoint can you have a vote by the membership and leave it at that or (what I thought should have happened) Let the membership vote and then the board would have to vote and appoint that person to the position.

3. For the election of board officers. Can you say that getting together or having executive session after the annual meeting classifies as "the next regular meeting after the annual meeting" or should this officer election be redone at the next board meeting to be official. Would having unanimous vote via email count or again would it have to wait till the next regular meeting as the by-laws state?

There isn't any contention going on from anyone except me that this was done wrong and I only object to it on the technical standpoint. As of right now there isn't any contention about the outcomes including from myself. I am just a stickler for the rules and think we should follow the technical rules as they are stated in the by-laws. I would appreciate any input you have in regards to how this would stand with robert's rules of order. I have brought these procedural issues up and the administrator for the HOA is telling me it is ok to do this by Robert's rules, but I disagree and am looking for some more informed input though in case I am wrong.

Also, I know you are probably thinking it but I already know that unless it is stated in the by-laws that Robert's Rules apply then they don't.

Thanks for the help

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1. If there is a election and there are only 3 people running for 3 positions does Robert's Rules allow you to change from secret ballot to voice vote in what I think is contradiction of the by-laws?

2. If by-laws say for board to appoint can you have a vote by the membership and leave it at that or (what I thought should have happened) Let the membership vote and then the board would have to vote and appoint that person to the position.

3. For the election of board officers. Can you say that getting together or having executive session after the annual meeting classifies as "the next regular meeting after the annual meeting" or should this officer election be redone at the next board meeting to be official. Would having unanimous vote via email count or again would it have to wait till the next regular meeting as the by-laws state?

1. No. The requirement for a (secret) ballot vote can not be waived.

2. The general membership elected three candidates to fill the three open seats so no appointment was necessary. However the seat with the shorter (unfinished) term should have been treated as a separate office.

3. Whether or not the meeting of the board was a regular meeting is for your organization to determine. Voting via e-mail is not supported by RONR.

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Background

HOA board consisting of 5 members. From our by-laws it states that

• Election of board member will be at the annual meeting of the members and will be done by secret ballot.

• Replacement of a board member who resigns, dies, removed, etc... will be replaced by vote of the remaining board members.

• Election for officer positions will be done by the board at the next regular board meeting after the annual meeting.

Annual members meeting.

2 board members to be elected.

1 Board member Quit just prior to the meeting.

1 Board member (myself) out of the country.

Only 3 people nominated/desire to be on the board.

Voice vote was made and passed for all 3 to be elected to the board.

Board met after the meeting and 1 of the 3 newly elected said they would like to fill in the recently vacated position (shorter remaining term) no board members objected.

Board elected officers immediately after the meeting

1. If there is a election and there are only 3 people running for 3 positions does Robert's Rules allow you to change from secret ballot to voice vote in what I think is contradiction of the by-laws?

No. You cannot change a secret ballot to any other method of voting.

2. If bylaws say for board to appoint can you have a vote by the membership and leave it at that or (what I thought should have happened) Let the membership vote and then the board would have to vote and appoint that person to the position.

Huh?

How do you propose to do that and still comply with your rule?:

"• Replacement of a board member who resigns, dies, removed, etc... will be replaced by vote of the remaining board members."

Where do you plan to squeeze in any action from the general membership, and still comply with your own rule?

3. For the election of board officers. - Can you say that getting together or having executive session after the annual meeting classifies as "the next regular meeting after the annual meeting" or should this officer election be redone at the next board meeting to be official.

Would having unanimous vote via email count or again would it have to wait till the next regular meeting as the by-laws state?

I cannot confirm or deny that "getting together or having exec. sess. after the Annual Meeting" does or does not comply with your bylaws' description of the regular meetings of your board.

Someone will have to read the bylaws and understand what a regular meeting is (when, where, how, etc.).

Beware that many organizations specify by rule that the board organizational meeting is done immediately after the AGM. So my first gut reaction is that "... getting together ... after the AGM ..." is mandatory, rather than being an option, based on so many other organizations doing exactly that. Thus my caution.

Again, this is controlled by one's bylaws, since under Robert's Rules, there is no default board, and no default method of meeting of any board. - Boards must be defined. Board meetings must be defined.

Voting by e-mail is not allowed. All forms of absentee voting is forbidden under Robert's Rules of Order.

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Huh?

How do you propose to do that and still comply with your rule?:

"• Replacement of a board member who resigns, dies, removed, etc... will be replaced by vote of the remaining board members."

Where do you plan to squeeze in any action from the general membership, and still comply with your own rule?

The way I think it should have been done was. Secret ballot for the 2 regular open positions. Top 2 canidates are selected. Person remaining is then appointed by the board. If there were 4 people running then the top 2 would get regular positions then the 3rd highest vote count would be appointed by the board. (if that is what the board wanted to do that is.)

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The way I think it should have been done was. Secret ballot for the 2 regular open positions. Top 2 canidates are selected. Person remaining is then appointed by the board. If there were 4 people running then the top 2 would get regular positions then the 3rd highest vote count would be appointed by the board. (if that is what the board wanted to do that is.)

You do mean the top two, and then the third, getting a majority vote, right?

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The way I think it should have been done was. Secret ballot for the 2 regular open positions. Top 2 canidates are selected. Person remaining is then appointed by the board. If there were 4 people running then the top 2 would get regular positions then the 3rd highest vote count would be appointed by the board. (if that is what the board wanted to do that is.)

If there were only two positions that the general membership had the authority to elect then it should have only elected two people. If the board wants to appoint a "runner-up" to fill the vacancy that's the board's call, as you suggest.

It seems to me you're entirely in the right regarding the secret ballot issue and how many members the general membership should have elected. The issue regarding the "next regular meeting" is one of Bylaws interpretation that your organization will have to decide for itself. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. We can say, however, that voting by e-mail would not count unless provided for in your Bylaws. (RONR, 10th ed., pg. 2, footnote)

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