Majority of votes or majority of members

[Louise]

Okay, I was wrong. I'm not finished with my questions. And quite honestly, the more I read here, the more questions pop into my head. Fortunately, I can also usually find the answer as well if I keep reading. (And I'm now halfway through the Complete Idiot's Guide to Robert's Rules, which has been very helpful in understanding my (brand-spanking new) copy of the 11th edition of RONR.)

I am trying to figure out what exactly we have as our "majority" in our bylaws draft. It reads, "All resolutions shall require a simple majority vote, except for the following special resolutions...[A, B, and C] require a two-thirds majority, and [C and D] require a three-fourths majority."

Is this too ambiguous? Someone suggested that we use, "All resolutions shall require a simple majority vote of those eligible to vote at a validly called meeting, except for the following special resolutions..."

To me, this latter suggestion gives us what we *don't* want. We (presumably) don't want to be constantly counting voters at various points in each meeting to determine what the majority will be for any given vote, which is why we (so far) haven't included the italicized portion.

But have we acheived our desire with the wording we used? It seems to me that, according to page 400, lines 8-12 of RONR (11th ed.), that our wording as we have it does just that...but I'd like to be certain now, *before* we have our bylaws meeting.

Wow. That was long. I apologize for being so verbose.

Louise

[Gary c Tesser]

It's a relief that Louise has more questions, if that's what it takes to keep her engaging posts coming, but it's a disappointment to infer that if she didn't have them, she would not. Fortunately, it looks as if she will not soon stop asking questions, for that's what an active mind does.

Couple of stabs.

1. Drop "simple."

2. If you want a vote to be a 2/3 vote, or a 3/4 vote, do it. Drop "majority." -- though it's not a major crime (there are some who think it is, I used to be one of them, but I defected. See if Dr Stackpole chimes in).

3. If a 2/3 vote or a 3/4 vote is what your group wants, then they'll really probably stop dead and count heads and do arithmetic. How important are those thresholds to your group?

[Guest RHW]

Only those "members in attendance" can vote. Unless your bylaws allowing proxy voting I think your answer is "majority of votes"

[Gary c Tesser]

Oh, and by the time Louise got to "verbose," I was thinking it was still the first sentence, oddly broken up, and I was looking forward to the next. Guess that means Louise got to post another question, or maybe start answering some herself. Which might be nice, let Foulkes and Martin and Trina and me go fishing in West Virginia, we haven't had a weekend off since 1986.

[Gary c Tesser]

C'mon, RHW, I wasn't done.

[Chris Harrison]

let Foulkes and Martin and Trina and me go fishing in West Virginia, we haven't had a weekend off since 1986.

Can I come??? I have a great recipe for corn bread that would go well with any fish we catch.

[Gary c Tesser]

Come to think of it, we ought to bring RHW along too, he's looking like cabin fever personified lately.

[jstackpo]

As phrased (except for "simple" and "majority" in the wrong places, as GcT notes) your vote threshold statements are not at all ambiguious -- they match RONR pp. 400 ff. close enough (for government work). (I woun't bother with a literal-mathematical interpretation of "2/3 majority" -- oh, all right, it would be a 1/3 vote to adopt something, but I am SURE that is not what you wanted.)

Ask your "someone" friend to tell you where he/she got her notions. He will be denying members the right to abstain since a non-vote doesn't contribute to the required total vote in favor.

Keep asking questions!

[Gary Novosielski]

When writing bylaws, it's not necessary to include this sort of language at all. RONR covers all the important stuff, time-tested for over a century. Ordinary main motions have a "majority vote" requirement and motions that protect the rights of the minority will typically have a "2/3 vote" requirement. Experience has shown that it is not worth tinkering with what works.

Do make sure your quorum requirement is high enough to be representative of the membership, yet low enough to be routinely achievable--erring on the low side-- and leave the actual voting thresholds set at the standards in RONR. These are almost always a fraction of "those present and voting", not of some magic number that nobody can be certain of at any given time.

The one thing you should concentrate on is the method for amending the bylaws, which, if not carefully thought out, has bitten many an organization, whose members then show up here looking for help, only to get very bad news.

[Guest Louise]

It's a relief that Louise has more questions, if that's what it takes to keep her engaging posts coming, but it's a disappointment to infer that if she didn't have them, she would not. Fortunately, it looks as if she will not soon stop asking questions, for that's what an active mind does.

I'm glad to hear that I'm not annoying anyone (or at least everyone) with my incessant questions.

I am a tad concerned, however, at how interested I've become in RONR. I took it - and actually *read* it - on VACATION, for crying out loud! I think my husband is seriously concerned that I'm ill...

Couple of stabs.

1. Drop "simple."

2. If you want a vote to be a 2/3 vote, or a 3/4 vote, do it. Drop "majority." -- though it's not a major crime (there are some who think it is, I used to be one of them, but I defected. See if Dr Stackpole chimes in).

Because doing so would more closely reflect the wording in RONR?

I will be asking Dr. Stackpole for clarification on that, because I'm currently not seeing it.

3. If a 2/3 vote or a 3/4 vote is what your group wants, then they'll really probably stop dead and count heads and do arithmetic. How important are those thresholds to your group?

Doubtless they will stop dead to count heads for those votes, and I suspect they are pretty important to the group for the types of resolutions they deal with (bylaws, buying/selling land, dismissing Board members, etc.).

(I woun't bother with a literal-mathematical interpretation of "2/3 majority" -- oh, all right, it would be a 1/3 vote to adopt something, but I am SURE that is not what you wanted.)

No, that is definitely not what we want...but could you direct me to a previous discussion on this? My brain usually doesn't do too poorly with math concepts, but this one is not forming yet.

Ask your "someone" friend to tell you where he/she got her notions. He will be denying members the right to abstain since a non-vote doesn't contribute to the required total vote in favor.

Thank you! Yes! This was the other reason we want to recommend we go with majority of votes as opposed to majority of members present.

Keep asking questions!

Oh, you guys could be in trouble now. My husband jokes that he avoids telling me things because of the endless number of questions that are always sure to follow. (Apparently it was adorable when we first met...not so much now. )

When writing bylaws, it's not necessary to include this sort of language at all. RONR covers all the important stuff, time-tested for over a century. Ordinary main motions have a "majority vote" requirement and motions that protect the rights of the minority will typically have a "2/3 vote" requirement. Experience has shown that it is not worth tinkering with what works.

Yes, I understand that. And if everyone (or even more than a handful) of members were even somewhat fluent in RONR, I would have no problem with not even including this. But until that time, I would be willing to bet that a majority of members is going to want this language in there...and perhaps it's for the best, since the bylaws are, after all, significantly shorter than RONR.

Do make sure your quorum requirement is high enough to be representative of the membership, yet low enough to be routinely achievable--erring on the low side-- and leave the actual voting thresholds set at the standards in RONR. These are almost always a fraction of "those present and voting", not of some magic number that nobody can be certain of at any given time.

Yes, we looked at the turnout over the last several meetings when we set our quorum requirement. And we made sure to err on the low (but not too low) side.

The one thing you should concentrate on is the method for amending the bylaws, which, if not carefully thought out, has bitten many an organization, whose members then show up here looking for help, only to get very bad news.

Well, we have a method for amending our bylaws included (that's a good start, right?), which requires due notice of the time, date and place of the meeting, as well as the exact nature of the changes that are being proposed. Are we missing anything?

This forum is amazing, by the way. Thank you all for your responses to what has become a very engaging subject (RONR). When I have a bit of time (and after I finish the Idiot's Guide), I'm going to see how I do on the 300 NAP questions. (And then my husband will REALLY be concerned!)

Louise

[Gary c Tesser]

Can I come??? I have a great recipe for corn bread that would go well with any fish we catch.

Sorry, Chris, you got to stay home and back new Website Officer Louise up. Seniority.

[Guest Louise]

Sorry, Chris, you got to stay home and back new Website Officer Louise up. Seniority.

Point of Order!

First of all, I'm not sure there is a quorum present, and there has been no vote taken on making me a new Website Officer. I don't think it's proper for you to decide something of such importance in such a unilateral manner.

Secondly, according to RONR (11th ed.) p. 445, l. 19-22, there should be some serious questions raised as to whether or not I, as a RONR super-newbie, would even be qualified for such an esteemed role.

Finally, I'm *sure* there's something in RONR *somewhere* that states that a person is free to decline a nomination. (I just can't seem to find it right now...)

[Gary c Tesser]

Oh, and Officer Louise's Post #10 seems to have erroneously attributed some brilliant thoughts of Gary Novosielski's to me. I keep telling her, do not use a computer, they are treacherous, but does she listen?

Seriously: putting a specific date, time, and place for amending bylaws is probably horrendously restrictive.

Poor husband. Doomed, doomed, doomed. (But every girl needs a hobby.)

[jstackpo]

"Sure" & "Somewhere"?

Nope (at least not explicitly). However, he/she CAN decline election (p. 444).

[David A Foulkes]

This forum is amazing, by the way. Thank you all for your responses to what has become a very engaging subject (RONR). When I have a bit of time (and after I finish the Idiot's Guide), I'm going to see how I do on the 300 NAP questions. (And then my husband will REALLY be concerned!)

Since you seem to have lots of questions, and have clearly mastered the quoting as well as multi-quote function, I think it's time to register as a member here and quit fooling around with that Captcha code (well, one more time anyway as you register). As for the 300 questions, at least 285 of them are easy, so you shouldn't have much problem. As for your choice of vacation reading, nothing wrong with it. If you ask me, anyway.

[Guest Louise]

Oh, and Officer Louise's Post #10 seems to have erroneously attributed some brilliant thoughts of Gary Novosielski's to me. I keep telling her, do not use a computer, they are treacherous, but does she listen?

Oops. Is it too late to edit that? My apologies, Mr. Novosielski and Mr. Tesser. I apparently focused too much on the first names.

Seriously: putting a specific date, time, and place for amending bylaws is probably horrendously restrictive.

What? Why? It's just "due notice" of the datem time and place, not the actual date, time and place.

Poor husband. Doomed, doomed, doomed. (But every girl needs a hobby.)

Yeah...I think my husband wishes I would decrease the number of hobbies I have instead of adding to them, though.

[Chris Harrison]

Point of Order!

Since our usual presiding officer isn't here I have appointed myself the Chair pro tem (and I rule with an iron gavel ).

First of all, I'm not sure there is a quorum present, and there has been no vote taken on making me a new Website Officer. I don't think it's proper for you to decide something of such importance in such a unilateral manner.

The Chair rules the Point Well Taken.

Secondly, according to RONR (11th ed.) p. 445, l. 19-22, there should be some serious questions raised as to whether or not I, as a RONR super-newbie, would even be qualified for such an esteemed role.

The chair is in doubt and submits the question to the assembly.

Finally, I'm *sure* there's something in RONR *somewhere* that states that a person is free to decline a nomination. (I just can't seem to find it right now...)

The member is free to decline the office if elected.

[Guest Louise]

"Sure" & "Somewhere"?

You see...just more evidence of how unqualified I am.

Nope (at least not explicitly). However, he/she CAN decline election (p. 444).

Wow? Really? You mean the declining (declination?) is supposed to take place AFTER the election occurs? That is so not what I have ever seen happen in any election I've been a part of. It always seems to happen like this:

Member A: "I nominate Member B for [Position C]."

Member C: "I second that nomination."

Member B: "I decline."

Member C: "I nominate Member D for [Position C]."

Rinse, repeat, sometimes ad infinitum.

[Guest Louise]

Since you seem to have lots of questions, and have clearly mastered the quoting as well as multi-quote function, I think it's time to register as a member here and quit fooling around with that Captcha code (well, one more time anyway as you register). As for the 300 questions, at least 285 of them are easy, so you shouldn't have much problem. As for your choice of vacation reading, nothing wrong with it. If you ask me, anyway.

Actually, I have registered as a member...I just keep forgetting to log in. And yes, that Captcha code is extremely annoying.

I'm glad to hear the test is so easy. Except that if I fail abysmally, I'll feel even worse. (snicker)

[Chris Harrison]

Wow? Really? You mean the declining (declination?) is supposed to take place AFTER the election occurs? That is so not what I have ever seen happen in any election I've been a part of.

Yup. Technically speaking the nomination belongs to the person who made it so the nominated doesn't really have a right to say that he is declining this person's nomination. I sort of compare it to a case if a motion was made to commend someone for some deed the to-be-commended wouldn't have a right to say "Aw shucks, thanks but I am declining the commendation."

However, in the case of a nomination even though technically the nominated doesn't have a right to decline it if I were the assembly I would be hesitant to force it upon him unless I was sure that it was an "Aw Shucks" moment and he would serve if elected or I was willing to put some big time pressure on this person to get him to serve if elected since if he was nominated against his will and then declined the office after being elected we would have wasted a good deal of time and would have to start over again.

[Louise]

Yup. Technically speaking the nomination belongs to the person who made it so the nominated doesn't really have a right to say that he is declining this person's nomination. I sort of compare it to a case if a motion was made to commend someone for some deed the to-be-commended wouldn't have a right to say "Aw shucks, thanks but I am declining the commendation."

That makes sense.

However, in the case of a nomination even though technically the nominated doesn't have a right to decline it if I were the assembly I would be hesitant to force it upon him unless I was sure that it was an "Aw Shucks" moment and he would serve if elected or I was willing to put some big time pressure on this person to get him to serve if elected since if he was nominated against his will and then declined the office after being elected we would have wasted a good deal of time and would have to start over again.

That makes sense as well. So in a sense, what I've experienced at meetings isn't really that unusual or "out of order".

[Guest RHW]

To respond to Mr Tesser in post #7--cabin fever is second nature when you are gainfully unemployed as I. That is the main reason I have the time to respond. As for fishing in WV--let me know so I can avoid you guys when you invade my beautiful home.

[Trina]

I'm glad to hear that I'm not annoying anyone (or at least everyone) with my incessant questions.

I am a tad concerned, however, at how interested I've become in RONR. I took it - and actually *read* it - on VACATION, for crying out loud! I think my husband is seriously concerned that I'm ill...

...

Louise

Yes, a definite symptom . Welcome to the forum.

Regarding the questions in post #1, although I agree with other posters (Mr. Novosielski, for example) that RONR already covers much of this stuff, I think it can be helpful to include some redundant words in the bylaws, along the lines of 'two-thirds vote of those members present and voting' (assuming that's what you are after in some specific instance). Yes, the present and voting part is clearly included in RONR, but it is not always crystal clear to people who have minimal acquaintance with Robert's Rules.

[Gary c Tesser]

I'm too tired to do a lot of cut-and-pasting, and I never figured out how to use the multi-quote function, so this might look quick-and-dirty (in which case maybe I ought to let this ancient eMac go and go back to DOS. Hmm, might nott be much worse).

Yes, "simple" in "simple majority vote" is superfluous, and possibly dangerous because it can lead diseased and fevered minds to try to figure out what, in contrast, a complex majority vote might be, and they'll drive off the road.

The idea of the fallacy of "2/3 majority" is that it means multiplying them -- 2/3 times a majority. A majority being anything more than half, you got 2/3 x 1/2 = 1/3, so anything more than 1/3. As I said, I've defected from this position.

The thing I'm thinking about not including the time and place is, what if a proposed amendment is postponed, or becomes unfinished business; or if the announced meeting place is unavailable so everyone goes back to Chris H's house. I think parliamentarians (and aspiring parliamentarians like me) would say that's completely unobjectionable, but naifs with a commendable concern for not violating the bylaws would have a problem with it. And then you'll have lengthy explanations and accusations of nitpicking and half the room will be thinking we'd be better off throwing the bylaws and Robert's Rules out the window, and maybe me.

Guest Louise, post 16:

"What? Why? It's just "due notice" of the datem time and place, not the actual date, time and place."

What does this mean (even allowing that the "m" in "datem" might be a typo for a comma)??

[Louise]

Yes, "simple" in "simple majority vote" is superfluous, and possibly dangerous because it can lead diseased and fevered minds to try to figure out what, in contrast, a complex majority vote might be, and they'll drive off the road.

Umm, yes, I can envision such a thing happening...even in my own diseased and fevered mind. Excellent point.

The idea of the fallacy of "2/3 majority" is that it means multiplying them -- 2/3 times a majority. A majority being anything more than half, you got 2/3 x 1/2 = 1/3, so anything more than 1/3. As I said, I've defected from this position.

Ah, I see. Okay, a 2/3 vote instead of a 2/3 majority and the ambiguity is removed. Let it be so.

The thing I'm thinking about not including the time and place is, what if a proposed amendment is postponed, or becomes unfinished business; or if the announced meeting place is unavailable so everyone goes back to Chris H's house. I think parliamentarians (and aspiring parliamentarians like me) would say that's completely unobjectionable, but naifs with a commendable concern for not violating the bylaws would have a problem with it. And then you'll have lengthy explanations and accusations of nitpicking and half the room will be thinking we'd be better off throwing the bylaws and Robert's Rules out the window, and maybe me.

Holy smokes, Batman! I had never considered such a scenario! Aaaaaagggghhhh!

Okay, I just read pages 122-124 of RONR. So would I be correct in surmising that instead of stating (with regard to bylaw amendments), "Due notice of the date and time of this meeting and the nature of the business to be transacted shall be sent by mail or electronic mail to the last known address of each member at least twenty-one (21) days previous to the meeting", we should be separating the call of the meeting (the place, date and time...wait, there is nothing about place, so delete that concern) from the notice of motion ("the nature of the business to be transacted")? I guess I had always envisioned the call of the meeting and the notice of motion as one and the same. Learning, learning all the time...

"What? Why? It's just "due notice" of the datem time and place, not the actual date, time and place."

What does this mean (even allowing that the "m" in "datem" might be a typo for a comma)??

Yes, the "m" in datem is indeed a typo for a comma. I was just clarifying that we're not setting a specific date, time and place in our bylaws for any bylaw amendments. That would be...problematic.