Category Archives: Voting

Can the president vote?

president's gavelYou’ve probably heard that the president can only vote if it is to break a tie. That’s not exactly true.

I don’t like to use Robert’s Rules to run my meetings. But they do seem to be the de facto authority on how they should go. Here’s what Robert says:

If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions.

However, impartiality may be more appropriate in large meetings, so having too much to say or voting by voice might appear to unduly influence the group.  (And isn’t it at least part of the president’s job to keep any one person from throwing too much weight around?)

Interestingly, Roberts Rules say that the president can only break a tie with an affirmative vote.

Also if the yea’s have it by only one vote, the president can vote to CAUSE a tie “to cause the motion to fail.”

Check it all out in Roberts Rules here.

See why I like consensus? Half your members won’t ever go away angry!

More on email voting

For me the two issues around email voting are these:

  • Did the actual director send the email? Or was it his wife? or somebody else with access to the  account?
  • And this thing I’ve done myself:  “Yes I agree but what about” this situation? or “I agree and do we know for sure that” X is really the situation?

Check out this article over at BlueAvacodo ( a great resource about not-for-profits) on just this topic: Can Nonprofit Boards Vote By Email? by Gene Takagi and Emily Nicole Chan

With an email without a signature, the consent could have been sent by anyone with access to the board member’s email account. Should we accept an email that simply states “Yes” in response to a complicated proposal without further verification? If the director later claims not to have sent the email, the action may be nullified and could result in all kinds of problems, including lawsuits against the nonprofit and individual directors. And what if the email says “Yes, as long as we . . . ” Is that an effective consent? Probably not.

Read more about voting by mail here

Voting by email: more on the topic

One of the obvious problems about electronic voting or votes by email in a nonprofit organization is the easy access to accounts by family members or other people.

How is the organization to know if the board member voted or her husband did? We like to think email is at least partly private. But way too many times I find myself sending what I imagine is just a personal note to a friend and find out later that her husband, with whom she shares the address, read it first.

Another problem seems to be that state laws don’t specifically authorize the practice. So while it may not exactly be illegal, it also might be later found to be so. In addition, the paperwork that is prudent to record these kinds of votes is much more complicated than would be necessary for a voice vote at a regular, or even special, meeting.

I tried a rather cursory look thru the National Association of State Charity Officials (NASCO)   and really couldn’t find any states that even made it easy to figure out if they allowed it or not. You may have to call someone in your Secretary of State or Attorney General’s office to get a definitive answer to this.

Then comes the issues about discussion on a motion put to the vote. Some questions are pretty obviously fine for an email vote: moving a meeting place or date, for example. Yes or no is easy. But if the issue is more complicated, what do you do with a “Yes, but… “ kind of reply. Is that a yes or a no?

If the electronic voting is in place to easily agree or disagree to simple questions, fine. But it could be pretty easy to use it to avoid discussion.

And, who gets to approve the call to vote action in the first place? I’d like to think that the executive committee or some other responsible group has already considered the question and made a reasonable recommendation for the rest of the board to consider.

Telephone meetings are so easy to set up (well, aside from scheduling a time for a big group of people). But you can call into a conference call line pretty easily from just about anywhere in the world. And if the meeting is just to vote, it doesn’t even have to be very long.

By the way, conference calls do not need to be set up by somebody on their phone which is capable of conferencing each time. Get a free account with one of several conference call companies. Keep your login and pin numbers handy and use it when you need it. I’ve used both and with great success.

If you must vote by email be sure to think out and write down your policy on the practice. First of all, it could be pretty confusing so you want to write it all out. And second, you don’t want to have to figure this out more than once.  Answer at least these questions:

  • What kind of written and usual documentation do you want to have to prove that the vote is valid? Something signed and stored in your board book is prudent. Keep a copy of the consents with the minutes of the meeting.
  • Send your votes to more than one person, secretary and chairman, for example. It’s a good CYA sort of activity.
  • Determine who reviews a motion first before it’s even put to the full board for approval. It should definitely be more than one person!

Check out this other article I’ve written about electronic voting.

And read this really useful, and more comprehensive article over at by Gene Takagi a California nonprofit attorney who also publishes the Nonprofit Law Blog.

Regarding consensus

Over the last hundred years or so, people have been trying to run their meetings using Robert’s Rules of Order. They are designed to efficiently run a meeting but not necessarily to facilitate the making of decisions. They can be cumbersome, so many groups often don’t adhere closely to them.

And, perhaps worse, sometimes people spend too much time trying to figure out the rules of running a meeting instead of doing the actual work of the organization.

You might want to consider a different structure.
Check out the book Breaking Robert’s Rules: The New Way to Run Your Meeting, Build Consensus, and Get Results by Susskind and Cruikshank (Oxford University Press, 2006) for an alternative method of running meetings. Their “Consensus Building Approach” works especially well for organizations that are less formally run and more committed to humanizing their work.

Consensus does not mean that everyone always has to agree, but rather that the group makes a decision that everyone can live with.

In addition, it allows the minority of members to have their voices heard during the process. This leads to unification better than having a vocal and dissatisfied minority.

More on electronic voting

Check out this article by Gene Takagi over at NonProfit Law Blog about board actions by email. While the article is focused on California law, I think the notion of what constitutes a legal digital signature is useful for all.

According to California law, a  digital signature must have all of the following in order to be legal:

  1. It is unique to the person using it.
  2. It is capable of verification.
  3. It is under the sole control of the person using it.
  4. It is linked to data in such a manner that if the data are changed, the digital signature is invalidated.

Number 3 speaks to a general peeve of mine about email accounts. I have a number of friends who share their email account with a spouse.  So I’m never quite sure who will read what I wrote or who has answered my note. And because I’m talking about actual friends here, it does make it difficult to decide just what kind of personal griping is reasonable.

It’s not like you need to invest big money for an email account. There are plenty of free options: and gmail come to mind instantly.

So if you must be the only one with access to the account in order for the digital headers to count as legal… well, that’s just one more reason to have your own account.


But how does the data remain unchanged?

I’m not sure how to manage this requirement. Probably the safest way is to send email votes to an account set up specifically for  the organization. Then the original info can’t be changed (at least by normal people without special skills!) Use tags or folders to store the replies.

What about electronic voting?

There are laws in many states covering voting by electronic means, by email or other online process. Some states say electronic voting must be unanimous in order to carry. Others don’t have any rules about it.

Check with your state agency that regulates nonprofits.  You can find out who that is at the IRS web site here.

How to include that information in your bylaws

Include the ruling you found out for your state

If there is no law against it, decide how you will handle electronic voting.

If there a different requirement for the number of electronic votes required to make a decision, include that info in your bylaws.

Electronic voting and proxy votes

I love getting questions from readers.  Helps me to know what problems you’re facing. AND gives me something to poke around more about.  Here’s a question I got today:

I was looking for an example on how one includes in bylaws a ‘vote by proxy’ or ‘voting by email outside of meetings.’ Is it OK for boards to vote by e-mail on issues that can’t wait until the next meeting? How would that be included in bylaws?

Proxy and electronic voting are different things.

In voting by proxy one board member gives a written document awarding the first person’s vote to the second. The first person trusts that the second will vote as he wishes. The problem is that the director voting by proxy doesn’t get to hear or participate in the conversation around the idea being voted on. He may not even know the full wording of a motion. Directors have fiduciary responsibility for the organization. Proxy voting might just yield an unwanted outcome for the director personally.

There are laws in many states covering voting by electronic means, by email or other online process. Check with Attorney General’s office in the home state of your corporation. Some states say electronic voting must be unanimous in order to carry.

If it’s illegal in your state, you should mention that in the bylaws to keep other people from thinking they can do it when it’s not specifically disallowed.

It is likely that electronic voting requirements are different for board votes and membership votes. You should ask the AG about that. Or in any case, check with your group’s lawyer or accountant who manages these documents.

If it’s not illegal in your state then you should include in your bylaws under what circumstances electronic voting is allowed and what percentage is required to carry the motion. It might be a higher percentage that would normally carry.

Here’s a great resource from Pennsylvania Association of NonProfit Oranizations on proxy voting in  nonprofits.

Good luck to all!

What if there are just too many candidates?

Organizations often have problems deciding on how to choose the right candidates when there are more than enough people for positions that require more than one person to fill them.

OIPB organization has to elect three members at large to the board. But they have five people on the slate. It doesn’t seem fair if every voter gets just one vote. So what are the other options?

Each voter could either get several votes or each voter could rank the candidates in order of preference–called cumulative or preference voting, respectively.

Cumulative Voting
In cumulative voting, voters get one vote for each position to be filled. That means that if there are three positions and five people running, each voter may give one or more of his votes to any collection of candidates.

This method can allow coalitions of voters to put the weight of more votes behind a given candidate.

However, it is possible that miscalculations will result in wasted votes and unanticipated out comes. It could happen that there would be plenty of votes for one candidate and a less desirable candidate might wind up in the next position.
Preference Voting
In Preference Voting, each voter ranks all the candidates according to his preference. For example, if the OIPB’s the five candidates are ranked from 5 at the top of the pile to 1 at the bottom, then a tally of those numbers will indicate which candidates are most favored.

A more detailed explanation is availabe in the article “Preference Voting vs. Cumulative Voting” by Rob Richie of The Center for Voting and Democracy. Click here to read it.