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Must Board distribute members’ voting totals?

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Must Board distribute members’ voting totals?

Our nonprofit Association bylaws state that "At the conclusion of the voting process, the results will be reported to the President and Secretary, who promptly shall report the results to the Members." Our Board has never reported anything other than the winners of the election on the ground that it did not want to embarrass the losing candidates. We believe that the candidates’ feelings are irrelevant and that the Board is depriving all members of basic election information, such as total votes cast, vote counts by candidate, ballots discarded, etc.... What can we do to make the Board follow the bylaws?

The lack of precision of the English language can be wonderful.  What do you mean by “results”? 

The members obviously have the right to know what the vote totals are.  You are legally correct that the losers’ feelings are not relevant to the issue, and I tend to agree that basic information on vote totals is important for transparency.  Whether the Board sends out all of the information you desire probably depends ultimately on what the members want.  If a group of members wants the information, they should make the request known to the Board and, if the Board doesn’t respond favorably, use it as a campaign issue for the next election of directors.  The members can elect representatives who will change the policy, or not, depending on what they want. The members could also amend the bylaws to state what specific parts of the results must be distributed.  It boils down to my favorite question: whose organization is it?  The members ultimately control their own destiny.

If the Board doesn’t respond favorably and you want to make a brouhaha out of it, you could get the results to which you are entitled immediately after the election, along with the email list of the members (to which you should also be entitled) and send the details to the members yourself.  You will either embarrass the Board, or yourself, (or maybe both), depending on the sentiment of the group.

Tuesday, October 15, 2019


I strongly disagree with your definition of the term "results." The result of an election is who won - period. Anything else is subject to interpretation, and the board is the interpreter. It appears that it has been the custom of this organization to announce the winners only - not the vote totals. Many other organizations follow this same process. Therefore, I also disagree that the individual has the "right" to the vote totals, which s/he can then distribute. The member is entitled to no more than the name of the winner. As you note, if the member doesn't like it, s/he can try to elect like-minded members to the board or to amend the bylaws to specify that vote totals will be disclosed.


I agree that the board could read the term "results" to mean only who won the election, but I think they could also read it to mean who won and by how much.  Members are entitled to review the books and records of the corporation for proper corporate purposes.  The vote tally is part of the books and records and determining how to respond to the outcome is a proper corporate purpose.  There is a huge difference between winning 125-120 or winning 220-25.  With a five vote margin, someone might want to contest the election or run again next year.  With a 195 vote margin, a member (and their other supporters) may decide it isn't worth trying to implement their ideas.  If the members don't want the actual tally distributed to everyone, that is their right. But they can't deny the right of the individual members to know what that tally is.   --Don Kramer 



According to Roberts Rules of Order and the basis for a 501(c)(3) - I thought it stated that the votes must be announced and printed in the minutes. Books are open for a 501(c)(3) and board members should know the votes for and against and printed and of course, then with
them printed you know who won. The more you are open with everything, the smoother the organization will run. The General Federation of Women's Clubs run smoothly and all vote tallies are announced and they are recorded in the minutes.

Our Board has stated that they outsource the election and only request to be notified of the winning candidates. I think this is bad on several levels, how do we know our votes are even being counted? As far as winning margin, candidates may be proffering different policy approaches to the issues of the day - margin of victory tells us how much support a particular policy may have relative to the other options stated - this is of significant interest to the membership as a whole. Members cannot request the vote tallies as corporate records, since the Board says they never receive them!

I doubt that the records of the election cease to be records of the organization just because the process is outsourced to an agent and the Board never holds them. A member who wanted to see the actual ballots and wanted to prevent their destruction would have a good case if he/she took it to court.  —Don Kramer

Can a sitting Board member who is up for re-election request the membership list

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