The power of the Membership

DMS General
#21

The online vote wasn’t auditory, right? At least when I did it, it was written. I read it and responded in kind. (Not the first document I’ve signed online, either… pretty sure the IRS has a good handle on the validity of online “writing”.) I don’t see a problem there.

That said: a proxy vote is a vote cast by a proxy. A proxy is a person. So either we’re saying the secretary acted as proxy for a few hundred members – problematic for a number of reasons, some likely obvious – or, more fittingly, we conducted a vote via online medium. People are of course free to call anything whatever they like; that’s how descriptively defined language works. But as far as the given meaning within the context of parliamentary practice, it would be a difficult argument to make that this was a “proxy” vote, and a much more straightforward one to say that this was an “electronic” vote.

EDIT: Though I will say – it’s possible that the text I agreed to when I consented to vote by email said something about my granting a proxy to some particular person to cast my vote – in which case somebody did cast a few hundred votes or whatnot by proxy, but at least it was via a proxy duly authorized (even if I wasn’t paying attention to the fact I did so).

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#22

The definition and expansion of what constitutes “a writing” has a greatly expanded in the 200+ years (1817) since Calson was issued.

Texas statute more relevant and on point an covers electronic records, signatures and contracts. If YOU personally don’t agree to an electronic transaction you can opt out. As can the the other side for refusing to accept it as part of the bargain (try demanding a physical EUA to sign). DMS provides the option of physical ballots for you to exercise your vote.

https://statutes.capitol.texas.gov/Docs/BC/htm/BC.322.htm

Sec. 322.007. LEGAL RECOGNITION OF ELECTRONIC RECORDS, ELECTRONIC SIGNATURES, AND ELECTRONIC CONTRACTS.
(a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.
(b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.
© If a law requires a record to be in writing, an electronic record satisfies the law.
(d) If a law requires a signature, an electronic signature satisfies the law.

Sec. 322.004. PROSPECTIVE APPLICATION. This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after January 1, 2002.

Statutory Exceptions. Does it apply? I think it does. If you can find a statutory reference as an exception I’ll stand corrected. I couldn’t find a relevant one.
Sec. 322.003. SCOPE.
(a) Except as otherwise provided in Subsection (b), this chapter applies to electronic records and electronic signatures relating to a transaction.
(b) This chapter does not apply to a transaction to the extent it is governed by:
(1) a law governing the creation and execution of wills, codicils, or testamentary trusts; or
(2) the Uniform Commercial Code, other than Sections 1.107 and 1.206 and Chapters 2 and 2A.
© This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under Subsection (b) when used for a transaction subject to a law other than those specified in Subsection (b).
(d) A transaction subject to this chapter is also subject to other applicable substantive law

Opt Out of Electronic format: YOU personally can always use physical ballots, DMS provides these for members. You can do it on a case by case basis. When we “signed” the DMS kiosk waiver, that was electronic, when we joined online, that was electronic. When we joined TALK that was electronic. DMS has electronic agreements with members often and they are binding under this statute.

322.005. USE OF ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES; VARIATION BY AGREEMENT.
(a) This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.
(b) This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties’ conduct.
(c ) A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means. The right granted by this subsection may not be waived by agreement.
(d) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement. The presence in certain provisions of this chapter of the words “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement.
(e) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law.

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#23

Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if:

(1) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and

(2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.

Regardless of voting, in order to get a quorum by electronic means it must satisfy this requirement.

#24

If you mean “in order to hold a meeting by electronic means,” then sure. The statute you quoted says nothing about quorum. Quorum isn’t “can we have a meeting.” It is, specifically, the number of members of an organization that must at minimum be at any given meeting (or any given meeting for which that particular quorum is defined) for that meeting’s business to be valid. If you’re doing something outside of the context of a meeting, that doesn’t mean much, of course. Again: quorum is a characteristic of a meeting.

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#25

If the voting is separate from the meeting, like we were talking about in person and doesn’t require a quorum then the results need to be ratified at a membership meeting and that meeting must have quorum and if that meeting is held electronically or over the internet then the law I stated still applies.

#26

Since the meeting immediately subsequent to the election was when there were very few voting members anyway, and all those who had voting rights would’ve have to specifically request it shortly before, that meeting – in-person – likely met quorum.

#27

Here’s the BOC section we were talking about earlier, @Draco.

Sec. 22.153. ANNUAL MEETING. (a) Except as provided by Subsection (b), a corporation shall hold an annual meeting of the members at a time that is stated in or determined in accordance with the corporation’s bylaws.

(b) If the bylaws provide for more than one regular meeting of members each year, an annual meeting is not required. If an annual meeting is not required, directors may be elected at a meeting as provided by the bylaws.

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#28

That is interesting that it is a annual meeting of the members and not just board members. Does this make our annual board meeting not the meeting that they are talking about?

#29

The Dallas Makerspace has an annual members meeting, not an annual board of directors meeting.

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#30

There is also another meeting of the board of directors.

Section 2.3 Annual Meeting
The annual meeting of the Board of Directors shall be conducted at a place and time set by resolution of the Board of Directors.