Voting Process for Election Bylaws
and Special Amendments

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all types of elections for your organization.

What is a Bylaw Amendment?

Bylaws are the detailed governing rules for an association. The rules and code are unique to each association, although similar types of organizations can have similar bylaws. The bylaws outline processes and operating procedures for an association. Requirements for what bylaws must address differ based on local provincial/state law — they can vary greatly, from very specific requirements to things as general as, “bylaws must contain the provisions for managing the business of the organization.”
Like any other set of association rules, each section in the bylaws needs to be reviewed and updated periodically to prevent them from having out-of-date concepts. Therefore, an important process that all bylaws need to explain is the process the association can use to amend the bylaws in a special election.

One of the most important things a bylaw amendment election will outline is the number of votes required in the election to make the bylaw amendment valid. It is common for state bylaw amendments to require at least a ⅔ majority of voter support to be passed, and if at least ⅓ of the voting membership disagrees with the amendment, it should not be passed in the election. Although this may seem like a very high number of approval votes required (or a very low amount of disapproval votes required) to pass or not pass the bylaw amendment, there is good reasoning for the state rules. Because the bylaws are an agreement as to how an association will be run, amending them amends the agreement that everyone has already agreed to, so it is important that the changes are clear and that most people are on-board with the changes to the association bylaws.

Bylaw amendments must contain three important pieces of information when being proposed to the association directors or membership for a vote:

1. The intended amendment.
2. The current bylaw.
3. The way the bylaw will read if the amendment were to be adopted.

This allows your association membership to have all the information necessary to make an informed decision on whether the bylaw amendment works for them or not and will help each voter make an informed decision when participating in the election.

Possible Election Methods for a Bylaw Amendment

ElectionBuddy’s plurality voting method is perfect for any “Yes/No” question that you want to propose to your membership on the ballot, so it works perfectly for a bylaw amendment. Additionally, ElectionBuddy offers flexibility when it comes to deciding how to convey the bylaw amendment on the ballot to the voter body (i.e., the three important pieces of information that the amendment should include).

Bylaw amendments typically are formatted to better illustrate what section is being removed from the bylaws, what is being added, and how the new bylaw will read, should it be set in motion. Formatting can be done onto the bylaws in an external document and uploaded to the ballot, or the bylaw can be typed out and edited directly on the ballot. Whether you are using a preferential election ballot, a plurality voting ballot, or a different voting method, you can adapt the ballot to your specific election needs.

Common Ballot Features Used in Bylaw Amendments and Elections

Common features used when building a ballot for a Bylaw Amendment include:

  • The “Abstain” option, which allows for voters to abstain from voting on the Bylaw Amendment ballot question.
  • The Additional Question Information section, which will allow you to include text relevant to the Bylaw Amendment. This is also the area where you can upload a file to the ballot, such as a PDF file of the bylaw being amended.
  • Text formatting allows you to bring clarity to your bylaw amendment by placing emphasis on what section is being added and removed from the bylaw. This is particularly helpful if not uploading a PDF file of the bylaw to the ballot!
  • Asking for comments can be useful if looking to collect feedback or voter questions/concerns about the amendments being voted on in the election.

What Are the Voting Rules in Board of Directors Meetings?

Board directors should submit their committee motions to the board's chair before a board meeting to add them to the ballot. However, motions can also be raised “impromptu” during board meetings or a special election, if allowed by the election rules.

The chair of the board oversees all bylaw amendments. A bylaw amendment will be seconded or voted on by the board members, or the motion mover can withdraw it if the election rules allow it. The bylaw amendment won't be discussed if no member or voter supports the bylaws on the ballot.

If your company’s governance bylaws allow board members and candidates to vote electronically, ensure the voting members present meet the quorum's election rules. Also, ensure your board portal allows your board members to vote remotely in the special general election.

Do Bylaws of Nonprofit Organizations Allow Email Voting for Candidates?

Board members must typically participate in board votes by mail, phone, or other electronic methods. However, some corporations also allow email voting even though the ballot poses more risks concerning security, vacancy, and missed submissions than online voting in an election. 

While some nonprofit organizations allow board members and directors to vote via email, email votes are considered electronic proxy votes, which are illegal in many voter states. In addition, if election results aren’t undisputed, email voting might be problematic. Objections and disagreements can cause election outcomes to be contested, resulting in another ballot vote. Parliamentary procedures offer validity and legality in nonprofit organizations’ voting process.

How Do Board Members Vote and Who Can Vote in an Organization?

Typically, board members and candidates have one vote on every matter brought before the association board during the election. In addition, presiding directors have one vote on every issue brought before the board, but this could vary based on the election rules required by the association.

However, some bylaws require the chair to vote last to avoid undue influence or abstain from voting in the election. In addition, some nonprofit organizations have honorary members who don’t vote because they’re not board members or directors of the association.

Most corporations have election rules that bar staff members and election committee candidates from casting their votes on the ballot because boards often vote on performance evaluations and staff reductions across the association–allowing your employees to vote for such issues may cause a conflict of interest.

What Are the Different Types of Voting Methods in Board of Directors Elections?

Since the board of directors elections have many winners, you should choose a voting code that allows for many election winners. At ElectionBuddy, our plurality method allows your company to put up many candidates for multiple vacancies on the association board. This voting method is ideal for any election where you’re voting for many candidates in multi-vacancy positions. 

Methods for Conducting Bylaw Elections

We have other voting methods that are perfect for multiple candidates and multiple-vacancy elections, including:

  • Preferential voting method: Here, we use STV to tally the results for multiple-vacancy elections. Preferential nominations are perfect for multiple winners elections because voting members can show their preference for a certain candidate. This voting method differs from the plurality method in the sense that voting members only state their board member preferences relative to the candidates they didn’t vote for. 

  • Cumulative voting method: Just like the preferential voting method, this method also allows voting members to express an accurate degree of their preference for the board of directors' candidate nominees. That’s because they can cast more than one vote for a nominee they like over other candidates. At ElectionBuddy, our ballot systems will select multiple winners even if a voting member chooses to vote for only one candidate nominee.

What Are the Voting Rights of Board Members When Voting on Company Bylaws?

A company’s bylaws must have specific information on how the association board of directors should be nominated and elected, the duration each board member should serve, and how many members should vote for the nomination of a board member to be valid. Companies can decide how frequently to hold elections for directors' positions or on association issues. Consequently, nominations and elections can happen every year, every few months, or whenever your company decides to hold voter elections. The best way to handle company bylaw elections using ElectionBuddy is to draft referendum-like questions using our plurality voting method.

Board members vote primarily on actions, issues, and resolutions. Also, board members may vote on approving business plans, strategic planning issues, approving budgets, bylaw amendments, and other essential voter matters.

Board directors have voting rights at board meetings unless they have a special interest in the voter resolution. Primarily, board members vote on whether to support or object to the bylaw amendment or any other issues at the board meeting.

In organizations that have shareholders, board members also can be shareholders. This allows them to vote in the organization’s special or annual general meeting.

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