2019 Bylaws Change Proposal - Replace Votes section

I propose we replace Section 4 in its entirety with the following:

4 Votes
4.1 Voting

  1. All issues requiring a vote, except when otherwise specified as a Vote of the Membership in these Bylaws or required by law, shall be decided by affirmative vote of more than one half (50%) of the Members present at any Meeting.
  2. Any Member may abstain from any Vote. In this case, that Member shall count towards Quorum on an issue, but shall not count towards determining the minimum number of Votes needed to pass that issue.
    4.2 Votes of the Membership
  3. Quorum for a Vote of the Membership shall require attendance of at least half (50%) of the existing Membership on the day of the vote.
  4. For the purposes of calculating the quorum, properly submitted proxy statements as well as votes submitted as described in the section Remote Voting shall count as attendance.
  5. All Votes of the Membership shall require an affirmative vote of more than half (50%) of the Members voting, unless a higher threshold is specified for a particular vote in the Bylaws.
    4.3 Remote Voting
    A poll may be brought up online to handle collection of votes as long as the online voting system authenticates users as Members. Once the poll has been announced to the Membership, there will be a period of no less than seven (7) days to vote on the topic. After the deadline, the online poll is locked so no further votes are possible and the results are included with other voting methods described within the Bylaws.

This codifies the way we handle our votes such as purchase votes currently, as well as clarifies that abstaining is different from voting no. It also clarifies what a “Vote of the Membership” is, as this term is used elsewhere in the Bylaws to describe various votes.

My current concerns with this bylaw change is below:

  • With 4.1.1 specifying that is the only exception (beyond required by law) for quorum, this can create a ripple effect in our bylaws until we fix the rest, which will likely be another year. Currently the term " Vote of the Membership " is only used sporadically but not constantly.
  • This new change does not address Officer/board voting or bylaw change voting needing to be based off of quorum or “Vote of the Membership” as we currently handle it. This would (intentionally or not) change the annual meeting votes to nothing more than " affirmative vote of more than one half (50%) of the Members present at any Meeting."
  • 4.1.2 mentions quorum Directly under “affirmative vote of more than one half (50%) of the Members present at any Meeting.” then describes quorum under 4.2.1, It seems like 4.1.2 should be moved to under 4.2 to be consistent.
  • 4.2.2 also mentions " properly submitted proxy statements" but what is properly submitted is not defined within the bylaws.

This definition of voting, as described in the proposed 4.1 would eliminate our current option to vote on the mailing list if you can’t make a meeting for a purchase. Based on this, I must advocate people not vote for this this year. we can address the voting issue next year.

Section 4.3 specifically allows remote voting.

“as long as the online voting system authenticates users as Members.” seems to rule it out… we have many non-members on the mailing list, as well as members with duplicate accounts.

That is actually the current phrasing used. It is a bit laborious, but we can authenticate each post as having come from a Member.

I was under the impression the reason we had to have a special voting system for the annual meetings was because of that clause, but I’m comfortable operating under that premise if this passes.

This passed