Absentee Ballots

[Guest Ima Here]

We are a For-Profit organization. Our By Laws state a percentage of members must attend the Annual Meeting in order to vote and a member can cast 1 vote in person or by written proxy. Can we change that to an absentee ballot? It's my understanding that as our by laws stand, the members can bring up items to be voted on by the stockholders, if the President allows open discussion.

If we go to absentee ballots, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

[J. J.]

We are a For-Profit organization. Our By Laws state a percentage of members must attend the Annual Meeting in order to vote and a member can cast 1 vote in person or by written proxy. Can we change that to an absentee ballot? It's my understanding that as our by laws stand, the members can bring up items to be voted on by the stockholders, if the President allows open discussion.

If we go to absentee ballots, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

Absentee voting is not permitted unless specifically authorized in the bylaws (p. 408).

[Guest Ima Here]

Sorry JJ, I know nothing about absentee ballots, our current by laws have been in effect for almost 50 years. If it is proposed at the Annual Meeting to change from a proxy vote to an absentee ballot, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

[Gary c Tesser]

Sorry JJ, I know nothing about absentee ballots, our current by laws have been in effect for almost 50 years. If it is proposed at the Annual Meeting to change from a proxy vote to an absentee ballot, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

When "[Y]Our By Laws state a percentage of members must attend the Annual Meeting," then a certain percentage of members must attend the annual meeting. You can change that requirement in the bylaws by changing that requirement in the bylaws. So if your bylaws can be changed at the annual meeting, then you can change them at the annual meeting. To change your bylaws, you must follow the procedure that your bylaws say is the procedure for changing them.

[Fixed a typo.]

[J. J.]

Sorry JJ, I know nothing about absentee ballots, our current by laws have been in effect for almost 50 years. If it is proposed at the Annual Meeting to change from a proxy vote to an absentee ballot, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

If you are talking about changing something in your bylaws, it will depend how you change them.

[Trina]

...

If it is proposed at the Annual Meeting to change from a proxy vote to an absentee ballot, would we still be required to have a certain percentage of members attend the Annual Meeting or could everyone just vote by absentee ballot? Thanks

Assuming you follow the amendment process in your current bylaws, including meeting the current attendance requirements for the annual meeting in order to vote on any proposed bylaws amendment, you can amend the bylaws to say just about anything you want.

Note that RONR strongly recommends against combining absentee votes with in-person votes at a meeting:

'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.' (RONR p. 409 ll. 4-7) It goes on to explain some of the problems with such a combined approach.