PROXY VOTING CONSIDERATIONS FOR JUNE 2018



PROXY: The written authorization that allows one eligible voting member (the "proxy giver") to appoint another person (the "proxy holder") to vote on their behalf in their absence.


THE PROXY: General Parameters.

Under state law, a voting member’s proxy:

  • Must be given in writing,
  • Is revocable at any time, at will, by the giver;
  • Can be valid for 11 months and may be extended for up to 3 years; and
  • Extends for the above time frame, even in the case of death or incapacity of the giver, unless revoked by the giver’s personal representative or guardian.

THE ISSUE: Can UUCCH members vote at an Annual Meeting (and Special Meetings) if they are otherwise eligible to vote, but are not able to be present?  If so, what kind of voting is allowable by UUCCH Bylaws and governing law?

The Board researched the issue of allowing someone to vote in some way, other than in person, for issues voted on at UUCCH meetings requiring quorum and eligible voting membership tallies on each issue.  This question was presented at the open portion of a Board Meeting.

SUMMARY CONCLUSION: Unless specifically amended by voting members of UUCCH in its by-law, state law permits (and requires) proxy voting to be subject to the parameters outlines in Section 5 below; it prohibits forms of voting specified in Section 3 below.

DETAILED INFORMATION TO CONSIDER:
The finding of the review of pertinent UUCCH governing documents and applicable laws are summarized here:

  1. UUCCH By-laws have no current provision regarding proxy voting or any other type of voting by otherwise eligible voting members of the Congregation who are not present to vote.
  2. UUCCH, is a non-profit organization (NPO) incorporated into New Jersey and it's by-laws are governed by New Jersey non-profit laws ("NJ Law").
  3. Prohibited forms of NPO member voting under NJ Law:'
    • voting by mail ("absentee ballot"),
    • by telephone ("call-in voting"),
    • by internet or online conferencing ("internet/video conference voting"),
    • or similar means.
  4. Allowing Proxy Voting is required for all NPOs under NJ Law.
  5. When there is no provision in an NPO's by-laws regarding Proxy Voting, there are only a few parameters for allowable proxy voting in a place.  These provide that the proxy:
    • Must be given in writing,
    • Is revocable at any time, at will, by the giver;
    • Can be valid for 11 months and may be extended for up to 3 years; and 
    • Extends for the above time frame, even in the case of death or incapacity of the giver, unless specifically revoked by the giver's personal representative or guardian.

PROCESS, PRINCIPLES, AND VOTING: Learning, Discussing, Listening, and Voting.

To our knowledge, no UUCCH voting member has ever given their right to vote to a “proxy holder.” Only those qualified voting members present have voted in the past. Because they now know that proxy voting is legally allowed, the Board of Trustees (BOT) and the Leadership Development and Nominating Committee (LDNC) have:

  • Published this informational webpage on this issue and made printed copies available in the Commons;
  • Developed a congregational survey to gather opinions on the implications of proxy voting, as they are required to be allowed by state law without specific, legally permissible restrictions on how proxy votes are to be permitted at UUCCH, and/or how UUCCH might choose to structure proxy voting going forward

PROCESS: The Board has scheduled an April 22, 2018 presentation and public conversation about the issue, which will consider amending UUCCH by-laws regarding proxy voting.

WHEN: At the June 10, 2018 Annual Meeting the issue will be presented as a question to the qualified voting members of the church congregation.

HOW: The question and discussion will be presented, and discussion will follow in accord with the 5th UU Principle: “The right of conscience and the use of the democratic process within our congregation and in society at large.” 

See the table below to review who may attend, observe, speak, and vote at Congregational Meetings.  It defines who is eligible to vote at Congregational Meetings.

UUCCH VOTES TO:

Elect our Board of Trustees (BOT), Leadership Development and Nominating Committee (LDNC), and Ministerial Search Committee (MSC);

  • Approve an annual church budget;
  • Make required changes to our church bylaws;
  • Call and re-call a settled minister; and
  • Resolve our congregation’s position on significant church matters and public questions.

FREQUENCY OF CONGREGATIONAL MEETINGS:

Annually, usually in June for the upcoming church year, which begins on July 1st, and

  • Occasionally, when Special Meetings are convened by the BOT or called by the Membership.

WHO CAN VOTE AT THE CONGREGATIONAL MEETINGS:

Participation Categories at Congregational Meetings


Direct your questions to the LDNC Chair at LDNC@uucch.org.


WHAT'S NEXT?

UUCCH voting members must evaluate the pros and cons of our legal obligation to recognize proxy voting at Congregational Meetings. We must consider its challenges and ways to resolve them, if possible, and then vote on a by-laws amendment at the June 10, 2018 Annual Meeting to either:

  • Make no by-laws change and permit unrestricted proxy voting at all future Congregational Meetings;
  • Make a by-laws change to prohibit proxy voting, which has not been used in our 60 plus-year history; or
  • Make a by-law change to permit proxy voting with certain restrictions to address its challenges.

THOUGHTS AND QUESTIONS:

Please direct inquiries to your UUCCH Om-Buddies:


THE SURVEY AND THE FORUM

Thank you for reading this proxy voting informational webpage. The BOT and LDNC now invite you to complete a simple, 10-question survey by clicking the Survey Monkey web link shown below.

The survey will be open from March 26th to May 6th. If you do not complete it in one visit, you may return and complete the survey until May 6th. Once you submit your completed survey, however, you will be blocked from returning to it.

Survey results, which will be used to prepare proposed bylaws amendments for the June 10th Annual Meeting, will be presented at the April 22nd BOT Forum. The forum will include a proxy voting Q&A and a public comment session. Additional comments about the proxy voting issue will be received until May 6th.


https://www.surveymonkey.com/r/MYWF9VZ