Our 501(c)(3) membership corporation had a vote to amend our bylaws. The bylaws say "Voting at all meetings shall be by voice or ballot, and tabulated by the Secretary or Acting Secretary." The vote was called by voice vote and because there were some no votes, the secretary called for hands to be raised by the no voters to see whether the motion passed. After seeing the nos, the secretary declared the motion passed. Immediately following the meeting, the new officers took their positions and the new secretary declared the vote illegal because a hand vote is not allowed by the bylaws, The board has now voted to declare the vote was not binding. Is this right?
I don’t think so. From the way you describe it, there was no vote by show of hands. There was a voice vote and the secretary asked for a specific indication from those who voted no in order to determine whether there were enough negative votes to defeat those in favor. When it became clear that there were not enough votes to defeat the motion, the motion was declared passed by the voice vote.
Robert’s Rules of Order, which have no force of law unless your bylaws have adopted them as governing principles, deal specifically with such a situation. They provide that an inconclusive vote may be “verified” by a show of hands if no one objects. If anyone objects, the vote can be redone by a standing division of the members. The rules also make clear that if there is an objection to the validity of the vote, it must be made immediately and not at some subsequent meeting.
Those rules make sense, in trying to determine the will of the group at a time the group is still intact to make a final decision. A board making a later determination merely frustrates the will of the group.