Tag: Simply Voting

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 “Outdated bylaws cause complexities in the process, particularly regarding proxies.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.

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