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We are debating and voting on amendments to our bylaws, and I have a couple issues I could really, really use some help on. Our bylaws state the 2/3 threshold applies to “voting members present and voting,” quoted here (with the name of our organization redacted): //content.invisioncic.com/r127373/monthly_2022_03/E996D3A9-B7C7-4EEB-9570-43AE693A0433.thumb.jpeg.33281c16ee2a986d4c10304280cd3f5a.jpeg However, when we held a vote, abstentions were counted in the calculation for the total number to reach the 2/3 threshold. The proposed amendment failed to pass by 1 vote, but included in those calculations were 9 abstentions. At the time, the parliamentarian announced the result, and someone immediately motioned to postpone the other discussions until the next business meeting. To me, that calculation was in error, as “voting members present and voting” seems pretty clear that abstentions shouldn’t count. “Voting” implies taking an action, and this was a zoom call where abstentions took NO action (honestly we’re not even sure all of them were still there. Some of their cameras and mics were off). I have reached out to the other committee members in charge of the vote (I’m also on the bylaws committee), and brought this to their attention. However, while they agree that an abstention is NOT a vote, they still feel that abstentions should be part of the overall count. I’m honestly very confused as to why… I suspect that since this was a very contentious debate, and also both of them were personally against the proposed amendment, they’re very reluctant to reopen the issue. (For the record, they’re not bad people! I just think they are likely dismissing my concerns rather than taking the time and effort to review it fairly.) I have quoted the relevant sections of Roberts Rules - how the 2/3 vote works, how “and voting” in the Rules directly mirrors our Bylaws language (or vice versa), how members have a right to abstain without their vote counting towards a “No.” I’m honestly at a loss as to what else I can do, or what other references I can provide to them. So the first question is - does anyone have any other references that explain in plain English how and why abstentions are not included in the 2/3 vote threshold calculation? Or that confirm the words “present and voting” in our bylaws mean only counting votes that are cast, and not abstentions? Second question - if I do convince them that we did the calculation incorrectly, can we simply recalculate it after subtracting the number of abstentions? Or would that vote be invalidated and we’d have to hold it again? Third question - if I can’t convince the parliamentarian and the committee privately that this was done incorrectly and we need to fix it, what is the best way to address it before the membership? - keeping in mind that we postponed further debate on the amendments until the next meeting, DIRECTLY after the result was announced. - from reading, I’m assuming I could make a point of order as soon as the next business meeting opens, and then if the Parliamentarian doesn’t sustain it I could Appeal to put it to a vote of the membership? I am worried about timeliness though. The point of order is supposed to be made immediately after the result is announced, but there wasn’t an opportunity before the motion to postpone. If that wouldn’t qualify as “immediately,” then would section 23.6, example E apply and provide an exception to the timeliness requirement? The one that discusses breaches of a continuing nature, and the example includes “a rule protecting a basic right of an individual member.” Namely, in this case, the right of abstention. I think we have an ethical obligation to correct this, especially since it affected the outcome of the vote. Any possible help you can give me would be greatly appreciated. Thank you for your time!

1. This is not a straight RRNR question - the answer isn't found in 1915, 12th edition, or any edition in between the two. 2. But even if there is not a "fact" answer in RRNR, there can be a consensus answer, or at least a good quip or quote or cite to a parliamentarian resource I am oblivious to. 3. The set-up (part A) - at a meeting of government advisory body or a corporation shareholders meeting - it isn't always true that everyone present has "1 person, 1 vote." Some people are excluded from voting because of declared conflicts of interest (e.g., the city councilman owns the land the city is considering on buying - the councilman must declare a conflict and abstain from voting to prevent self-dealing ethics charges). A second situation is when a corporation has different classes of stock with different voting rights of each (e.g., Class A - you can vote on all issues; Class B - you can vote on most issues, but not on whether to change the composition of the Board of Directors). The second example might be best described as 5 cities (municipalities) within 1 large county (that also has unincorporated county land and population). Some votes - raising a 1/2-cent sales tax across the entire county - everyone votes upon. Other votes - whether to allow one municipality to annex unincorporated county land to expand the city in size - only the persons within the city, and the area to be enveloped/annexed - get to vote on this issue. 4. The set-up (part B -- Whether a motion (referendum, bond validation, etc.) passes will be decided on the size of the population voting - the numbers of persons voting on that issue (default); the numbers of persons at the meeting, but may be abstaining instead of voting - incredibly rare, but it has been described; or the entire membership (whether they vote or do not vote). The last scenario happens in a condominium conversion to sell the entire building - the condominium's declaration (like a Constitution for the condo) might say: "There are 100 units in this building. If 75 units vote to sell the building - it doesn't matter if 1 or 25 units don't want to sell - they have to - it's part of the contract." But if there are 20 abstentions - it doesn't decrease the number needed to pass such a measure. Still need 75 yes votes. 5. In both part A and part B above - a record in the minutes that say, ""After discussion, a motion was made by Ms. M, seconded by Mr. S, and carried unanimously to do _______." Doesn't provide key information. Did the Councilman self-deal - and vote for his own pocketbook selling land to the city at an inflated price? Did a shareholder with less rights, "Vote with the unanimous decision (and even lend a vocal advocacy for it) when she had no right to vote on the issue at all? Was the absolute threshold met (as opposed to having no negative votes) - but still not being effective per the declaration/constitution/bylaws? THE QUESTION: If one cannot time travel to make the minutes clearer - but is stuck with 'it passed unanimously" - but wants to challenge the validity of a vote (self-dealing councilman; usurper voting on an issue she was not qualified to vote on; lack of a threshold vote) - does Unanimous Vote mean - everyone who was at roll call voted? What about persons who leave the room to go to the bathroom (cell phone call), and come back - but after they missing a vote? What then? FEEL FREE TO USE THIS A SOAPBOX! no right answers here .... I'm just trying to get a good gist. Ken

Hello all, My colleague and I are running into an issue with our university student union upholding their written policies, and I am hoping to get some advice or clarification. Please note that I am not part of the executive committee; I have been pushing for the ratification of a resource centre for students on campus. The chair has displayed very evident bias against ratification of this resource centre, including withholding information that was pertinent to the situation and allowing a call to vote without obtaining 2/3rds majority in favour of ending the discussion, resulting in some executives abstaining due to lack of information. We (colleague and I) proposed the motion of ratifying our resource centre. The voting went as follows: In favor: 9 Against: 2 Abstentions: 3 It was announced that our motion did not pass. When we inquired about the outcome and were told that we did not follow proper procedures during the process of becoming ratified. This was false, and was only brought up during the board debate/vote when my colleague and I did no longer had speaking rights to defend ourselves. Under the regulations of the student union, this vote required a 2/3rds majority to pass. Abstentions were counted as votes against the motion. University regulations state that General Robert's Rules of Order are upheld unless stated otherwise in the constitution/bylaws, however there is nothing within these policies that contradicts Robert's Rules. It is important to note that a voting member requested clarification on the voting procedure immediately before votes were cast, but the chair dismissed their question and provided no clarification on how votes were being cast (this took place over Zoom, votes were cast by raising of hands). It is also important to note that one of the individuals who abstained from voting was not made aware that her vote would be counted against the motion. She had abstained due to lack of information, and has since stated that if she knew her abstention would be counted against the motion, she would've voted in favour. We brought this to the attention of the board, and we have only received pushback. We requested confirmation of their regulations stating that abstentions do count towards the voting totals, but they were unable to provide us with any written policies. We were told that the union used this voting system "historically", which is why it was upheld regardless of written regulations. The manager has claimed that many organizations have a grey area within their written policies, and that historical precedence holds value. Since this, the chair has proposed a motion to table all new resource centres indefinitely. This motion has not been passed yet. We have been trying to receive clarification on our situation prior to this new motion passing, but the board has continuously delayed or ignored our requests. From my understanding, several policies have been ignored throughout this process. I recognize that I am not an expert, nor do I have any experience in this field aside from this experience, so I am seeking advice on how to move forward with this situation. Ratification of the resource centre is important, but not my priority at this point. I would like to ensure that this board is held accountable to the same standards that they hold students (like myself) to follow proper policy when going through these processes. If further details are required to help assess this situation, please let me know.

Our bylaws read "Fifty one percent (51%) of the Board of Directors shall constitute a Quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise specified, a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors." We have 22 Board of Directors. 18 were present for the meeting so it met the 51% to have a quorum. The vote was 9 - Yes 5 - No 4 - Abstain Did the vote pass or not & please state why? Also, any reference in RR which support your answer. Thanks!

I'm a member of a Board the bylaws of which provide that the Chair does not vote except to make or break a tie. Our bylaws also require that a reason be noted in the minutes for all abstentions. Two questions: 1.

Our town council is made of 5 members and 1 chair (which only votes on ties). During our last meeting one member was absent resulting in four members and the chair being present. We had a motion that was seconded and debated. During debate one member stated they would abstain due to possible conflict but was angry because he felt the action would result in action not agreeing with his position. Debate continued for almost an hour - A member called to question because several other items remained on agenda The call to question was seconded and sent to vote the member which stated he would abstain from the main motion voted on the subsidiary call to question which resulted in a 2-2 tie and chair voted no - resulting 3-2 majority vote.and discussion continued. After further discussion the "abstaining member" motioned to table the main motion until next meeting, when the absent member would be present to vote and ensure the vote would go in favor of abstaining member's position. The motion to table until next meeting was seconded and resulted in a 2-2 vote of members and chair voted yes - resulting 3-2 majority vote to table. I have a couple questions First - can an "abstaining member" make a SUBSIDIARY MOTION or vote on a SUBSIDIARY MOTION If either of these are not "Proper", how do you correct if at the following meeting all members are present.