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Our CA based non-profit is trying to pass a new set of by-laws. We thought it would require 2/3rd vote of current BOD to advance it for to the membership to approve but we have 2 directors not voting, one No, 3 yes & one pending a vote. Current by-laws state that “All Directors must agree to changes in the by-laws.” This sentence is immediately followed by, “If 2/3rd of the members disagree then no changes can be made.” The statements seem contradictory, cancelling each other out and I wonder if the first one is even constitutional (100% consensus). What’s an effective way to by-pass this deadlock and get the approval process in the hands of the membership at large if any?

I'm not sure if I have a question or just desire some commiserating... Does anybody know what "Consensus" or "Modified Consensus" would be as a Parliamentary Authority? "All TOLIS activities and organization shall be run though consensus. Training in consensus building and running meetings with consensus management will be provided as the TOLIS board deems needed and will be a part of all the leadership trainings developed. A modified form of consensus meeting management will be used with the caveat that if consensus is not able to be reached (with people in disagreement being able to choose to not block progress with their dissent, which would mean the group has the consensus needed to make a decision), then the issue will be tabled to a second meeting. If it is unable to be decided upon with the second meeting through consensus then a vote will be taken with 2/3 majority of people voting wins. If the issue needs to be decided there on the spot due to timing issues (there not being time to have another meeting) and there is a board member present, they will make the decision. If there are two board members present and they disagree, another board member will be consulted (preferably the MSS or President) for a tie-breaking vote. If there is no board member present the Council Chair will try to bring one in via electronic means first before deciding to go ahead with the voting process. This attempt to communicate with the board will be documented in minutes of the meeting. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern TOLIS only in cases to which they are applicable, where specific groups have determined through consensus that they want to use them in lieu of consensus decision making, and in cases in which they are not inconsistent with these bylaws and any special rules of order the TOLIS Board of Directors may adopt."

I am president of a fiber arts nonprofit guild. The following is quoted from this Guild's ByLaws: a) In conducting the affairs of this Guild, the final authority for procedure shall be Robert's Rules of Order Newly Revised, 10th edition, (2000), wherever applicable and not inconsistent with the Bylaws. (This will be changed to reflect 11th edition in December.) From our ByLaws: "In the absence or disability of the President, the Vice-Presidents in order of their rank shall perform all duties of the President. In accordance, a Vice-President shall have all of the powers and restrictions of the President." (I had major surgery the week before the Board meeting). c) All Officers are required to keep their Procedure Manuals currently updated and to make this information available to the President and their successors at the joint April Board meeting.' (I have and follow the Procedure Manual, with a monthly task listed "will set the Agendas for the General and Board Meetings) At the last Board Meeting, the following occurred: Format of General Meeting: Discussion was held concerning the new format for our general meeting implemented by "me". Time is too long to sit without a bathroom break "Agenda Item", should it before or after the break? Board reached a consensus that "Agenda Item" should be after the break. Here are my questions: 1) What is a "consensus" within an organization whose authority for procedure is within Roberts Rules? 2) Is there a legal reason I should reset the Agenda according to this "consensus". Thank you.