E-votes Recorded in Minutes

[Guest Heather Resnick]

Hello.

If our bylaws allow for e-votes by Directors when there isn't a Board meeting, should the e-votes be recorded in the minutes of the next Baord meeting?

Thanks.

[hmtcastle]

If our bylaws allow for e-votes by Directors when there isn't a Board meeting, should the e-votes be recorded in the minutes of the next Baord meeting?

Minutes are the official record of what was done at a meeting. Whether and how you record what was done outside of a meeting is for you to figure out.

[Kim Goldsworthy]

If our bylaws allow for e-votes by Directors when there isn't a Board meeting, should the e-votes be recorded in the minutes of the next Baord meeting?

I would think it would be cleaner if such "meeting-less votes" were recorded separately.

I only say that because it would be in error to include outside-of-meeting actions in minutes which begin and end with a real meeting. - It would be deceptive or misleading to place data which "never happened in THAT meeting" in THOSE minutes.

[Larry Cisar]

Hello.

If our bylaws allow for e-votes by Directors when there isn't a Board meeting, should the e-votes be recorded in the minutes of the next Baord meeting?

Thanks.

I am going to disagree with my two colleagues. If the results are reported at the next board meeting, then the report should be attached to the minutes. That would make it easier for future boards to refer back to what happened in the organization. More important than form is keeping an accurate record of what the organization is doing.

[Tim Wynn]

Hello.

If our bylaws allow for e-votes by Directors when there isn't a Board meeting, should the e-votes be recorded in the minutes of the next Baord meeting?

Thanks.

There's really not enough information on the nature of this e-vote to give a clear answer.

Mr. Mountcastle and Mr. Goldsworthy seem to be assuming, understandably so, that this e-vote is completely separate from the meeting, existing completely in its own section of cyberspace, without any further steps needed in a board meeting. In that case, it wouldn't have any business in the minutes of a board meeting.

The final step in the three principal steps in the consideration of a motion is the chair's announcement of the result. In some circumstances, like in a vote by mail, the voting occurs outside the meeting, while the chair's announcement occurs in a meeting. If the chair's announcement of the result takes place in a board meeting, the minutes should reflect whether the motion was adopted or lost. If you have tellers counting these e-votes, the tellers' report should be entered in full in the minutes of the meeting where the tellers' report is read and the result is declared by the chair.

I think Mr. Cisar adjusted the question a little bit, to make it easier to answer. A report as simple as the result of a vote, presumably coming from a committee or an officer can be given orally and entered into the minutes directly. See RONR(10th ed.), p. 459, l. 20-22 & p. 493, l. 31-35.

[hmtcastle]

I think Mr. Cisar adjusted the question a little bit, to make it easier to answer.

You can do that?

Now you tell me.

[Kim Goldsworthy]

Mr. Mountcastle and Mr. Goldsworthy seem to be assuming, understandably so, that this e-vote is completely separate from the meeting, existing completely in its own section of cyberspace, without any further steps needed in a board meeting. In that case, it wouldn't have any business in the minutes of a board meeting.

The final step in the three principal steps in the consideration of a motion is the chair's announcement of the result. In some circumstances, like in a vote by mail, the voting occurs outside the meeting, while the chair's announcement occurs in a meeting.

Indeed, that is the crux, as I interpreted the original poster's question.

I would find it crippling, indeed, for an organization to

(a.) authorizing voting without meeting;

and yet suffer a 3-month or 6-month WAIT for

(b.) the RESULTS to be contested, or nullified.

Put another way, any organization which will risk "voting without meeting" is an organization which will ALSO risk "announcing the result of the vote without meeting."

If this is the case, (i.e., both, voting without meeting and announcing results without meeting), then my answer stands.

If this is not the case, then there is no workaround. The next meeting's minutes is the only appropriate place to "announce" the results of the meeting-less vote.

[Tim Wynn]

Indeed, that is the crux, as I interpreted the original poster's question.

I would find it crippling, indeed, for an organization to

(a.) authorizing voting without meeting;

and yet suffer a 3-month or 6-month WAIT for

(b.) the RESULTS to be contested, or nullified.

Put another way, any organization which will risk "voting without meeting" is an organization which will ALSO risk "announcing the result of the vote without meeting."

If this is the case, (i.e., both, voting without meeting and announcing results without meeting), then my answer stands.

If this is not the case, then there is no workaround. The next meeting's minutes is the only appropriate place to "announce" the results of the meeting-less vote.

I fear Heather, and her organization, may not even know for sure which way it is... so we probably won't ever know either.