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Bylaws and Vote with Abstains

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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!

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8 minutes ago, Lea said:

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!

So far as RONR is concerned, a vote of 9-5 is sufficient to pass a motion. See FAQ #6

The potential complication is what (if anything) is the meaning of the phrase in your bylaws which says “a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors.”

I would also note, however, that regardless of whether the motion should have passed, whether the motion did pass is based on whether the chair declared the motion adopted. Even if the chair made an error, it is too late to raise a Point of Order regarding this issue.

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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?  

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1)    In your bylaws phrase:

"Unless otherwise specified, a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors",

simply strike out the questionable (and undefined in RONR) phrase "of the Quorum present", as indicated, and the meaning will be clear.

2)    Any member is free to make the motion (again) at the next, or any subsequent meeting.

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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?

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Correct.   Any member can "renew" (see page 336) a defeated motion at any subsequent session (usually same as a subsequent meeting).

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Perhaps you could go even further than Dr. Stackpole suggests - if RONR is your parliamentary authority, you can eliminate that entire sentence because the definition of a majority vote and its applicability in deciding questions is clearly defined in RONR. As an aside you will also find in RONR those cases where a threshold greater than a majority is required to decide a question.

Do your bylaws specify that RONR is your parliamentary authority, or that it governs all meetings, or something similar?

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2 hours ago, Lea said:

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 ....  

RONR has no guidance on the meaning of the phrase “majority vote of the quorum present.” The board member apparently believes that it means “a vote of a majority of the members present.” If this is correct, then ten members would be required to adopt a motion, if 18 members are present. Look at the second paragraph of FAQ #6.

2 hours ago, Lea said:

1)  Is there a problem with our bylaws by using "majority vote of the quorum present" and if so, what is more commonly stated? 

Yes. It doesn’t make any sense. :)

A quorum is the minimum number of members that must be present, not the actual number of members present. So I haven’t the slightest idea what “majority vote of the quorum present” is supposed to mean.

I concur with Mr. Lages that what would be more common (and advisable) would be to omit the sentence entirely.

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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

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1 minute ago, Lea said:

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.  

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.

3 minutes ago, Lea said:

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".  

This is false. The member may be thinking of the motion to Reconsider, which may only be made by a member of the prevailing side. This would be relevant if we were talking about bringing the motion up again at the same meeting.

At a later meeting, however, any membe4 is free to make the motion anew.

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42 minutes ago, Josh Martin said:
48 minutes ago, Lea said:

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.  

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?

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1 hour ago, Lea said:

We ran into problems meeting the quorum because of the large number of voting members so we reduced it from 2/3 to 51%.   

You should change "Fifty one percent (51%) of the Board of Directors" to "A majority of the Directors in office". 

It would also be a good idea to hire a professional parliamentarian to review these bylaws. Also, it should be "principal office", not "principle office".

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35 minutes ago, TLV said:

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

http://www.parliamentarians.org/   and/or https://aipparl.org/find-a-parliamentarian/   There are also other professionals who do not belong to either organization.

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2 hours ago, TLV said:

Is it advisable to keep "in which they are not in conflict with these Bylaws"?  Is that common practice?

Yes, it is extremely advisable to keep that language. The assembly should have the ability to deviate from RONR in its bylaws if it wishes. The bylaws should just be written carefully, so you are only deviating from RONR when that’s actually what you want to do (and so it is clear what you’re supposed to do instead).

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