Associations | Leadership | Voting

How to Change Your Bylaws to Permit Online Voting

Organizations may need to adjust bylaws to make online voting systems an acceptable way to vote. Here’s how to change your bylaws to allow online voting.
Written by Alex Hay

Online voting is useful for a variety of reasons, but perhaps its most universally accepted benefit is its convenience. Wouldn’t it be great to have the option of securely voting without needing to leave your office or home to vote on your bylaws in person?

However, organizations operating within strict legal boundaries or regulations aren’t always able to start immediately implementing online voting systems, as they need to consider the implications it will have on their existing bylaws.

Here’s how to change your bylaws to allow online voting:

Figure out what laws apply about actions outside of a meeting

Identify the state laws that govern your organization’s meetings. Chat with your legal counsel or check your articles of incorporation to determine your group’s legal status and which state’s laws apply. Then search in that state’s laws for statutes applicable to your kind of group and actions taken “outside of a meeting.”

This is the basic idea of online voting—the decision taking place is not taking place in a physical meeting. So look in the “Meetings” section of the state statutes (there might be a subsection titled, “Action without a Meeting”). Plan B is to check the “Voting” section, which may describe how to take a vote without a meeting, implying that doing so is fine.

Check the specific language used

You’ll need to make sure you’re referencing the statutory sections that apply to membership meetings, not board of directors’ meetings—two different things, the key difference being a meeting of your entire organization versus just a meeting of the leadership.

If there’s silence on the issue, the law may be implying “no online voting,” but check to see if the law lets you include language in your bylaws or adopt other rules that would allow you to use online voting anyway.

If the law only allows action outside of a meeting only if everyone votes, that means you may not be able to vote online at all unless you can guarantee one-hundred percent participation. 

Get everyone together to form a consensus

If Robert’s Rules of Order is your preferred model of authority, then you need bylaws that authorize voting outside of a meeting. Parliamentary procedure likes people to be physically present for discussion and a vote, so if you want to let absent people vote, you have to say so explicitly in your bylaws.

Finally, you’ll want to have a final vote or agreement to enact a bylaw enabling the use of online voting for future decisions. 

Make a plan

If online voting is an option, make sure you’ve got all the details well-planned and organized before you jump in. The next step is to find a credible vendor who can ensure confidentiality and controlled access to voting programs.

You can learn more about online voting and bylaws here.

Originally published Apr 10, 2020, updated April 10, 2020

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