This question was received from Ken in Australia.

Incorporated Not-for-profit Assoc in South Australia. Definition of Voting: All members eligible for voting at a general meeting.

Provision for limited proxies elsewhere in “Rules” Some believe that because the “Rules” do not prohibit postal Votes that such should therefore be permissible so that all members can vote.

The “Rules” continually refer to “At the Meeting” and allows for nominations from the floor of the general meeting if nominations are not received prior. Do these references preclude the interpretation that postal votes should be accommodated under the rules by omission.

This is a tricky issue and the rules as you have described do not provide a convenient answer. We therefore have to go to custom and common sense.

Firstly, if a person is a member, but unable to attend the meeting – why would you deny them a vote? The rules in this case would normally say “All members present and eligible for voting …. If that were the case for your association, it would be simple.

Even though they refer in other place to being “At the meeting”, if they do not specifically say so here, then that doe not mean that the references elsewhere also apply to voting.

The fact that you have proxies mentioned would tend to indicate that those who drew up the original rules, did not intend postal votes. If they had, it would be logical to assume that postal votes would be specifically mentioned.

So. What to do?

Let’s go back to common sense.

  1. The way to raise the least “ire” is probably to allow for postal votes on this occasion.
  2. I suggest you have a Special General Meeting (Extraordinary General Meeting) in the next few months for the purpose of amending your rules to clarify the situation.

You also have to go back to human nature and ask some questions.

If people are financial and legitimate members of the association, why would anyone want to deny them a vote by post because they cannot be at the meeting? If they were present, their vote would have not issue.

If people are stuck on this technicality, then I would suggest you do everything you can to organise proxy votes which you say are allowed in your rules.

These matters always come to down to the service/power continuum. Some people want power – to be in charge. Others want to serve the association. In the long run service always win but power can make things difficult.

Ask yourself what is the best for the association.

I am sorry I cannot give you a categorical answer. I hope this helps.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should not be taken as legal advice.The author is not a lawyer. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with appropriate advice relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

 

 

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