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.

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

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: yahoo.com 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.

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.

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!

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.