Absentee Ballots for Officers?

[Phokaioglaukos]

There are some issues as to how the voting should work to elect the new Board . There are two conflicting provisions of the Pennsylvania Nonprofit Corporation Law that relate to how members can vote at our forthcoming October meeting.

The first provision is in section 5758(b) where it says: "The manner of voting on any matter, including changes in the articles or bylaws, may be by ballot, mail or any reasonable means provided in a bylaw adopted by the members." The second provision is in section 5759(a) where it says "Voting by members of a nonprofit corporation shall be only in person unless a bylaw adopted by the members provides for voting by proxy." (Voting by proxy is how corporations allow stockholders not present at a meeting to vote--the stockholder signs a proxy card instructing someone (the proxy) who will attend the meeting in person (typically an officer of the corporation) to vote the stockholder's shares as the stockholder instructs. The proxy has no discretion in how to vote so his or her casting of the vote for the stockholder is wholly an administrative convenience.) The current Riesentöter Bylaws do not allow for voting by proxy.

The current Bylaws require secret ballots at the October meeting and also provide for absentee ballots ("A provision for absentee ballets will be provided."). Mailed in absentee ballots are authorized by section 5758(b) where voting by ballot and mail is allowed but in conflict with section 5759(a) where voting is allowed only by those present at a meeting in person or by proxy. For the October 2008 election of officers under the current Bylaws, I believe the Club is using the same procedures that have been used in the recent past, which I understand to be that voting members may cast their ballots either in person at the meeting or by mailing an absentee ballot (printed in the Der Gasser) to be received in advance of the October meeting. The September Der Gasser did not include an absentee ballot, but if one is included in the October Der Gasser, posted on the web site or both, it should be possible to vote that way.

The proposed restated Riesentöter Bylaws provide a clear and certain voting procedure that is consistent with all of the provisions of the statute: voting by members is expressly authorized by secret ballot in person at a meeting or by proxy.

The voting members of Riesentöter are the active and family-active members. A family-active member may be a "person of the active members [sic] immediate family, 18 years of age or older, who is the wife, husband, brother, sister, son, daughter, mother or father of the active member." The other classes of member (associate, affiliate, honorary, life and dual members) are not entitled to vote.