Tag: election

The Brave New World of Online Voting

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If the noise associated with the 2020 and 2024 national elections is any indication, there is no shortage of public distrust of electronic voting systems, which have been around for more than six decades, starting with the use of punched card systems.

Claims of stolen elections, instances of voter fraud and reports of malfunctioning equipment have contributed to the skepticism of electronic voting in general and online voting in particular—a skepticism likely shared by many club members. Even so, there are sizeable benefits to online voting that qualify for consideration by the club’s leadership. Moreover, there are policies and practices that significantly increase the reliability and accuracy of online voting.

Benefits of Online Voting

Greater Member Participation in Elections. Rather than being required to attend a meeting and fill out a paper ballot, members can access an online ballot at their home or work and complete the process in minutes rather than hours. Once the vote is submitted, members receive a virtual confirmation assuring them that their vote was tallied. Higher voter turnout means higher levels of engagement by members, resulting in a more accurate indicator of the entire membership.

Potential Cost Savings. Online voting can be less expensive since the avoided cost of printing and mailing election materials and ballots is often more than the fees incurred from the online voting platform vendor. There is also the benefit of fewer staff hours handling materials, processing ballots and tabulating results.

Secure Platforms. There are several well-tested, trusted internet platforms for online voting available to support club member votes. The platforms have easily implemented processes with the necessary security checks to authenticate voters. They also leave audit trails to allow for validating results.

Speed and Accuracy of Results. Once the election is closed, results are quickly tabulated and certified. Not only does this save time and resources, it also eliminates the human error that may occur during a manual vote count. Depending on whether demographic data are collected with the vote, the online platform can provide demographic segmentation while maintaining voter anonymity, thereby giving club leadership information about how opinions vary by demographic.

Selecting an Online Voting Systems Vendor

Important factors to consider when selecting a vendor may include:

  • Ensuring you understand what is included in the service and the associated cost, so you can compare “apples to apples” with other vendors.
  • The reliability of processes for protecting the confidentiality of data.
  • The process for integrating written ballots if the vote is not entirely online.
  • The ease of voting, i.e., the clarity of the process and the likelihood of errors from members who are not tech savvy.
  • The results of interviewing references, i.e., feedback from clients with similar member profiles who have used the online platform.

Considerations

There are several factors that must be considered when planning and preparing for an online vote. They include:

Aligning Bylaws. Club bylaws will need to be reviewed as they typically cover voting requirements, which may need to be amended to permit online voting. Bylaws also specify the timing of annual meetings, notification lead times, publication of the slate of candidates, and policies related to proxies, e.g.:

  • Proxy requirements and the format of proxies, g., general proxies vs. directed proxies.
  • Critical timing requirements and limitations on when proxies can be collected and the deadline for submitting a vote.
  • Explicit requirements to issue paper notices, ballots, or
  • Specification of who is authorized to administer, issue or receive proxies and ballots.

Election Planning. Vendors specializing in online systems for private clubs will offer support and guidance on the logistics and technical aspects of conducting the online vote. However, it is incumbent upon club leaders to develop and execute a plan to educate members about the process. As mentioned above, there will almost certainly be bylaws that need changing. Because amending the bylaws at most clubs requires member approval, it is critical that members be comfortable with and supportive of the proposed voting process. Be transparent with the plans to use online voting and provide multiple means to communicate to and hear from members, e.g., email messages, town hall meetings and focus groups. Ensure the involvement of legal counsel both in the drafting of amendments to the bylaws and in assessing the risk of legal action by a member.

Your plan may be to start with a hybrid approach where members are given a choice of using a paper ballot or voting online. Although the hybrid approach adds a degree of complexity to the process, it may address concerns from members who are leery of online voting. Moreover, the results from the initial use of a hybrid approach will provide a gauge of the percentage of members who choose to use a paper ballot instead of online voting. If the percentage of members using the paper ballot is low—say in the single digits—it may be appropriate to require that all votes be registered online.

The Leap to a Brave New World

Even though a hybrid approach may have a certain political appeal, we recommend a change in the bylaws that specifies the use of online voting only. Members today are more technologically savvy than ever and will continue to rely on electronic devices to complete everyday tasks. Accordingly, we believe member resistance to going completely online will be modest. However, don’t presume a zero-member pushback. Put together a plan for two-way communication with the members, including special training for members who do not have access to a computer or the inability to use it to register their vote. Finally, ensure your plan has competent legal review, and move forward to realize the full benefits associated with online voting.

This piece was published in the National Club Association‘s Summer 2023 Issue of Club Governance. 

Taking Club Elections Digital

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The pandemic has accelerated the need to move the ballot box for club elections from paper to the computer and this trend will continue in the coming years. GGA Partners online voting specialists Michael Gregory and Martin Tzankov explain the challenges and opportunities to consider when moving your elections to an electronic voting platform.

Private golf, business, and leisure clubs spend a great deal of time and money planning, executing and delivering the results of club elections, often with discouraging voter turnout.

Over the past two years, GGA Partners, in partnership with secure platform provider Simply Voting, has worked with many clients to move the ballot box for club elections from paper to the computer. As this trend grows in the coming years, our team of skilled specialists shares the challenges and opportunities available as your club considers moving to an online voting platform.

Simply Voting logo
A web-based online voting system that will help you manage your club’s elections easily and securely.

The Challenges

According to GGA manager Martin Tzankov, the biggest challenge is trying to retrofit new technology and process to existing bylaws. “Most bylaws were written before the introduction of online voting,” commented Tzankov. “Outdated bylaws cause complexities in the process, particularly regarding proxies. It is important to understand what you can and cannot do to ensure the election conforms to your club’s rules.”

Another challenge is the organization of member data including current contact information and eligibility.

“The ability for clubs to segment member data is complex and critical,” stated Michael Gregory, a partner at GGA. “Whether it is a current member whose dues are in arrears, or a new member who became eligible while the vote is taking place, clubs must ensure that only eligible votes are tallied in the final results.”

It’s a simple fact that humans make errors and there are times members who were against an issue will question the integrity of any vote. Online voting eliminates that challenge by providing the ability to audit the process from start to finish.

Mobile smartphone screen depicting digital survey with quote "The biggest opportunity for clubs that choose online voting is increased member participation in the process" - Martin Tzankov, GGA Manager

The Opportunities

“The biggest opportunity for clubs that choose online voting is increased member participation in the process,” said Tzankov. “Members use technology every day so casting their vote on their computer or mobile device, which often takes less than 5 minutes, is simple and easy. And while there will be some members who prefer paper, in our experience, the majority of members prefer the online option.”

Along with increasing the experience, participation, and satisfaction of members, online voting is a powerful tool to segment the results by age, membership category and other data sets. Data segmentation allows your club to identify and track trends across a wide spectrum of subjects, providing valuable insight for future planning.

The capability to deliver a consistent schedule of communications is another opportunity provided through the online voting platform. Rather than incur the expenses of printing and mailing information, your team can prepare and schedule a series of email communications to inform and remind electors of the voting period and then deliver the results in a timely fashion.

“Environmental sustainability is increasing as a factor to choose one club versus another,” added Gregory. “Clubs who implement online voting have the opportunity to send a clear message that they are taking steps to minimize their impact on the planet.”

Eliminate The Risk

Warren Buffet has been quoted as saying, “Risk comes from not knowing what you are doing.” There is great truth in that statement.

To understand the risks and rewards of online voting, we encourage you to have a conversation with specialists Michael Gregory or Martin Tzankov to gain the knowledge you need to ensure successful elections at your club.

Michael Gregory
Partner, GGA Partners
michael.gregory@ggapartners.com
416-524-0083

Martin Tzankov
Senior Manager, GGA Partners
martin.tzankov@ggapartners.com
905-475-4012

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When Compliance Meets Health and Safety

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This article continues a series of communications from GGA Partners to help private club leaders address challenges confronting their businesses and their employees as a result of the global health crisis. Today, Michael Gregory, a partner of our firm, discusses options and alternatives for clubs with pending annual meeting requirements.

With annual meetings and general elections upcoming, how should clubs meet what may seem conflicting obligations?

As the health crisis evolves, so too do the number and magnitude of issues facing club leaders. One that most take for granted – the annual general meeting and member election – now raises a difficult, if not contradictory, predicament: complying with club bylaws and government restrictions while protecting the health of members, families and employees.

First, know the law.

Is your club located in an area with a state or local government order prohibiting nonessential transit or in-person meetings? If yes, your decision is easy: the club cannot hold the meeting, notwithstanding bylaws that may require it.

According to Glenn Gerena, a shareholder at Greenberg Traurig and a community development and hospitality attorney, “If the club cannot have a virtual meeting under law or its bylaws, the board should discuss with counsel whether the government order gives the board a legal basis to hold a meeting on a virtual [platform] and, if not, to reschedule the meeting to a later date.”

If there is no state or local prohibition regarding an in-person meeting, the club should consider whether it can hold a virtual meeting according to its bylaws.

If your club decides to proceed with an in-person meeting, it is important to provide for proxy voting by mail and encourage all members to stay home and to vote by mail. For members who choose to attend the meeting in-person, the club must observe all health and safety protocols as defined and advised by their local government authority.

Should you go virtual?

Deciding if your club should hold a virtual annual meeting should involve discussions with your legal counsel. Counsel should review applicable state statutes, which may require in-person meetings, permit virtual meetings or defer to the club governing documents. The state statute will govern if bylaws directly conflict with it.

For example, most clubs in California have adopted section 7510 (f) of the California Corporations Code, which allows for electronic meeting and voting and, in cases where state statutes and bylaws conflict, the state statutes supersede the club’s bylaws.

Legal counsel also should review the latest state and local government orders related to the COVID-19 crisis.  For example, the Connecticut governor issued an executive order on March 21, 2020, giving corporations the ability to conduct annual and other shareholder meetings by remote means.  Similarly, for clubs in Canada regulated under the Corporations Act (provincial and federal), orders have been announced to allow members to meet and vote electronically.

“If neither the state statue nor bylaws expressly permit virtual meetings, the club’s board of directors should review bylaw provisions governing amendments and board powers to determine whether the board can amend the bylaws to permit virtual meetings and online voting,” adds Gerena.

In uncharted waters, rely on reason and caution.

While all clubs are encouraged to seek legal counsel to inform and qualify their course of action, club leaders should expect to be operating in uncharted waters and seek to act reasonably and cautiously in the current environment.

“If prudence does not make it possible to meet, then clubs need to consider alternatives,” said Van A. Tengberg, a real estate acquisition and development attorney at Foley & Lardner LLP. “I would not recommend deferring the annual meeting and allowing the board to serve longer terms.  If your bylaws do not allow virtual meetings, then clubs need to consider different options that provide members a reasonable and safe process to meet and cast their vote.”

As with all things in this new normal, communication (and even pulse surveys) that increases members’ understanding of circumstances and current limitations will be appreciated and rewarded and, in this case, may even help to mitigate potential future risk.

In an upcoming article, Michael Gregory will discuss options and solutions to complete a virtual annual meeting and an online vote. Contact Michael at michael.gregory@ggapartners.com or 416-524-0083.

2018 Club Governance Model Executive Summary

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The Club Governance Model (Model), which was developed in 2007 and updated in 2018, is built upon accepted principles and best practices in nonprofit governance. Although this Model is directed primarily toward member-owned clubs, the principles embodied in the Model are no less applicable to clubs with a different ownership structure. The primary purpose of the Model is to optimize the most fundamental quality of a governance system – the smooth flow of authority from the club owners to the club staff and the corresponding flow of accountability from the staff back to the club owners. The Model, as shown in the flow chart below, is simply a set of principles designed to keep communications throughout the organization clear and the roles of key participants unambiguous.

The extent of the changes required of a club to implement the Model will depend on the governance system that it presently employs. However, the ease of implementing the Model will depend less on the number and extent of changes needed and more on the commitment of the club’s leaders, namely, the President, the Club General Manager/Chief Operating Officer (GM/COO), and the Board members. A club that is considering the Model for its governance structure and processes must not only assess the necessary steps in moving to the Model, but it must also measure the resolve of its leaders to follow through on the implementation. The caution to be followed here is “don’t start the process unless you have the commitment to finish it.”

Implementing the Model will usually involve amending the bylaws, although the changes recommended are usually straightforward and non-disruptive. The implementation step that will call on the greatest effort, and therefore commitment, is the development and eventual employment of a Board Policies Manual (BPM). From the time that the Board approves the initial version of its BPM, this important document can serve as a governance management system that provides a clear-cut path to success. As with any good system that is utilized on an on-going basis, the BPM will be continually modified and refined to respond to a changing environment. As the Board rely more and more on the BPM to be its single and clear voice, it will reinforce the underlying principles of the Model and allow the club to accrue the substantial benefits of an efficient and effective system of governance.

Overarching – From a high-level perspective, boards are meant to only serve a strategic role whereby their main function is safeguarding assets and evaluating and developing long-term strategic options. The role of management is to operate the club, while committees are meant to only serve an advisory function, with no authoritative or executive powers.

Board Members – Board members are, of course, club members. As such, they are customers, and volunteers. Board members are also trustees or governors in that they are elected to govern the affairs of the club subject to limitations that may be set out in the bylaws. But Board members have the authority to govern (i.e., are “governors”) only when they are taking part in an official Board meeting. Even though Board members are often active in committee meetings or efforts to assist the GM and his or her staff, when Board members are not in an official Board meeting, they are serving as volunteers and not governors.

Club Officers – Club officers, typically the President, Vice-President, Secretary, and Treasurer, are normally Board members with special responsibilities in addition to their duties as Board members. They are usually elected by the Board and subject to the Board’s authority and direction. As such, they have the authority only when it is granted by the bylaws or the Board. This means that the President does not represent a separate level of authority and does not supervise the GM except as specifically authorized to do so in the Board Policies Manual. The President is almost always the Chair of the Board and is responsible for maintaining the integrity of the governance structure and related processes. He or she normally is the chief representative of the members and the spokesperson for the Board. As Chair of the Board, he or she sets the agenda of Board meetings and ensures that the Board stays at an appropriate level with its thinking, discussions, and policy development. The President is often an ex officio member of all committees. Therefore, he can serve both in a coordinating role among the Board Committees and in a leadership role in keeping them focused on their respective scopes of responsibility. The duties of other officers are not discussed here because they have less to do with the governance structure and processes.

Committees – As shown in Exhibit I, the Model contains two types of committees. The Board Committees support the Board in Board-level functions (e.g., Governance, Finance, and Programs) while the Operations Committees (e.g., Golf Committee, Green Committee, Tennis Committee, Food & Beverage) support the GM. Board Committees study issues and recommend policies that support decisions at the Board or strategic levels. Operations Committees serve the GM by offering critical member (customer) input and in sharing the workload by helping with events and activities. As critical as the committees are in supporting both the Board and GM, they serve in an advisory capacity, not from a position of authority.

General Manager – The GM is the single agent of the Board with responsibility to carry out the purpose of the club within the policy boundaries set by the Board. Therefore, he or she has operational authority to employ and allocate the resources of the club to serve its members so long as he stays within the boundaries set by the Board in the Board Policies Manual.

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This article was authored by George Pinches, a Director at Global Golf Advisors, who specializes in Club Governance. Reach him at gpinches@globalgolfadvisors.com.

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