TLV

I am a repeat visitor as you helped answer some questions for me on this topic last time. We have another board meeting next week and I would like to discuss this topic at the meeting. Background: We have a large board - 22 voting members. In order to do business, our bylaws require a 51% quorum rather than the usual 2/3. So if we have 12 board members/voting members present, we can conduct business. Our bylaws state " "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." At a recent meeting, we had 18 present. On a particular topic, 9 voted yes, 5 voted no and 4 abstained. While the "yes" folks thought it passed, the "no" voters said a majority vote by the Quorum Present would require 10 votes to be majority, so they appealed to the president based on that wording and the vote failed. I brought it to his forum and you said a 9 to 5 should pass the vote but our bylaws have a bit of an anomaly with the last sentence, which is not supported by Robert's Rules. While I would like to correct this in our bylaws simply by deleting the last sentence, the opposition says by doing that, we could pass a vote by a majority of 2 if 20 abstain and 2 votes yes. I would appreciate your thoughts. (FYI: I am suggesting we have our bylaws reviewed by a parliamentarian but at this point, we need to get thru the next meeting. )

Thank you, Mr. Gerber. Can you or anyone recommend where we can search for a parliamentarian for this purpose?

Thank you.

Yes, your bylaws take precedence over RONR, and the phrase “majority vote of the quorum present may change things, depending on what that phrase means. Is it advisable to keep "in which they are not in conflict with these Bylaws"? Is that common practice?

Thank you. I certainly appreciate your expertise. A few more comments: Our bylaws state "The rules contained in the current edition of the Robert's Rules of Order Newly Revised shall govern the NHTC in all cases in which they are applicable and in which they are not in conflict with these Bylaws." This does beg the question if the last few works "in which they are not in conflict with these bylaws" might also cause a conflict with the initial ruling. Our organization is new but we have been operating as a committee of another 501c3 for 18 years before becoming our own entity. We used their bylaws as a template when creating our own. We ran into problems meeting the quorum because of the large number of voting members so we reduced it from 2/3 to 51%. The vote I mentioned above was originally ruled by the president during the meeting as passed. Another board member was quite adamant it did not and had quite a convincing argument that "majority vote of the quorum present" overruled the fact that the abstains are not votes. So the president then notified the group the vote did not pass. The group agreed with that call as they plan to present the motion again but then were told by this same person that RONR does not support bringing up the motion again unless it is brought up by a person who voted "no". We have another meeting next month and have a couple bylaw issues on the table that need to be corrected. Removing the questionable language will also be brought up to our group. If anyone is interested and would like to see the bylaws in their entirety, I have attached. I want our bylaws to be "correct" without regard to the motion that was in question. And again, thank you for your comments. NHTC Bylaws to RR.docx

Thank you. Just to confirm there is nothing in Robert's Rules that state a motion cannot be brought up again unless by those who opposed the original vote?

The vote was held until RR could be researched. A board member researching said the "majority vote of the quorum present" would be 10 (18 present) so based on his research, the president did not pass the motion. However, when reviewing FAQ 6, it says an abstention is NOT a vote .... Two more questions if I may, 1) Is there a problem with our bylaws by using "majority vote of the quorum present" and if so, what is more commonly stated? This is a new organization and we want to make sure our bylaws protect us from faulty votes, and 2) Can this motion be presented again by a "no" or "abstain" voter?

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!