Guest Guest Posted October 20, 2011 at 03:19 PM Report Share Posted October 20, 2011 at 03:19 PM In an attempt to understand voting procedure, a question from a member of the Board of Directors has arisen. Did the following pass?The requirement, in this instance (as stated in the bylaws) is a 2/3 vote of the Board of Directors (the total number of directors is nine (9). However, in attendance there are six (6) members. The vote is called, five (5) members vote yea, one (1) member abstains. Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 20, 2011 at 03:22 PM Report Share Posted October 20, 2011 at 03:22 PM Whatever result of the vote the presiding officer announced stands, since, it seems, no Point of Order was raised at the time. This is true even if the presiding officer announced the result in error. Link to comment Share on other sites More sharing options...
Chris Harrison Posted October 20, 2011 at 03:24 PM Report Share Posted October 20, 2011 at 03:24 PM The requirement, in this instance (as stated in the bylaws) is a 2/3 vote of the Board of DirectorsIs that the EXACT wording in the bylaws or did you paraphrase a bit? The wording is very important. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 20, 2011 at 03:29 PM Report Share Posted October 20, 2011 at 03:29 PM In an attempt to understand voting procedure, a question from a member of the Board of Directors has arisen. Did the following pass?The requirement, in this instance (as stated in the bylaws) is a 2/3 vote of the Board of Directors (the total number of directors is nine (9). However, in attendance there are six (6) members. The vote is called, five (5) members vote yea, one (1) member abstains.Five is not at least two-thirds of nine so I'd say the chair should have declared the motion "not adopted". But an accurate answer would require reading your bylaws (or at least this article) in their entirety, something that's beyond the scope of this forum.By the way, I think most here are capable of understanding "five" and "six" and even "nine" without numerical assistance. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 20, 2011 at 03:32 PM Report Share Posted October 20, 2011 at 03:32 PM " Any member, for violation of any of the Bylaws or Rules of the Club, or other sufficient cause, may be suspended or expelled by a two-thirds vote of the Board of Directors, provided that, before any member may be expelled, he/she shall have the right to a full hearing upon the charges." Link to comment Share on other sites More sharing options...
Guest Guest Posted October 20, 2011 at 04:18 PM Report Share Posted October 20, 2011 at 04:18 PM Five is not at least two-thirds of nine so I'd say the chair should have declared the motion "not adopted". But an accurate answer would require reading your bylaws (or at least this article) in their entirety, something that's beyond the scope of this forum.By the way, I think most here are capable of understanding "five" and "six" and even "nine" without numerical assistance.Am I to understand, then, that even though a quorum was present, the Board of Directors could not pass this motion? Link to comment Share on other sites More sharing options...
Guest y6UfPT Posted October 20, 2011 at 04:31 PM Report Share Posted October 20, 2011 at 04:31 PM Am I to understand, then, that even though a quorum was present, the Board of Directors could not pass this motion?No. They could have if all six had voted to adopt the motion. That would have constituted a two-thirds vote of the board. This assumes that "a two-thirds vote of the board" means the affirmative vote of two-thirds of the total membership of the board, not the standard "two-thirds vote" which is based only on those members present and voting. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 20, 2011 at 04:50 PM Report Share Posted October 20, 2011 at 04:50 PM No. They could have if all six had voted to adopt the motion. That would have constituted a two-thirds vote of the board. This assumes that "a two-thirds vote of the board" means the affirmative vote of two-thirds of the total membership of the board, not the standard "two-thirds vote" which is based only on those members present and voting.Just to be clear, then. Since our bylaws state "a two-thirds vote of the board," all six members in attendance had to vote in the affirmative. But, if our bylaws had stated "two-thirds vote" the five affirmative would have carried the motion. Am I correct in this assumption? Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 20, 2011 at 05:11 PM Report Share Posted October 20, 2011 at 05:11 PM Just to be clear, then. Since our bylaws state "a two-thirds vote of the board," all six members in attendance had to vote in the affirmative. But, if our bylaws had stated "two-thirds vote" the five affirmative would have carried the motion. Am I correct in this assumption?That's my interpretation. Others may see it differently (or remind us that interpreting bylaws is beyond the scope of this forum). Link to comment Share on other sites More sharing options...
g40 Posted October 20, 2011 at 06:41 PM Report Share Posted October 20, 2011 at 06:41 PM I don't agree. My understanding is that, unless the Bylaws specifically say the 2/3 vote must be of the entire board (whether present or not), the motion passes with 2/3 of those present and voting (just like a majority vote would be). I would say that the requirement is 2/3 of five (present and voting). Of course, five is 2/3 of five.It seems to me that if the intent was 2/3 of the entire board (nine in this case), they Bylaws would say something like "by the affirmative vote of twothirds of the [authorized number] of members of the board " Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 20, 2011 at 07:13 PM Report Share Posted October 20, 2011 at 07:13 PM Of course, five is 2/3 of five.Well, of course it isn't. But that's besides the point.Yes, it would be nice if all bylaws were written with crystal clarity. But, alas, they're not.So it's up to the members to determine whether "of the board" means "of the board" or "of the board members present and voting". Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted October 21, 2011 at 01:41 AM Report Share Posted October 21, 2011 at 01:41 AM RONR says "a vote of two-thirds of the entire membership" (10th Ed, p. 390) without intending that "entire" be superfluous (as parliamentary secret agent g40 says above, post #10); and it is, then, more likely that these bylaws do say "of the board" superfluously -- which, indeed, is for the members to determine. (I'm disagreeing with the assumptions and conclusions of posts 6 and 8.)And the bylaws should be amended to fix this.Finally, Rob's statement is probably the right answer here.Oh but one other thing: what does this question have to do with uccqSB? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 21, 2011 at 02:05 AM Report Share Posted October 21, 2011 at 02:05 AM It seems to me that the phrase "by a 2/3 vote of the board" is no more nor less ambiguous that the phrase "by a majority vote of the assembly" or "by the assembly by a 2/3 vote."The phrase "of the board" merely identifies the body empowered to act, and the phrase "2/3 vote" could not be more parliamentarily unremarkable. If the phrasing were "a vote of 2/3 of the board" we begin to enter the waters of ambiguity, but only with one toe. No, without a clear expression of the concept of "entire" there is simply no reason to think of zebras upon hearing any of the hoof-beats listed in the paragraph above. Link to comment Share on other sites More sharing options...
Trina Posted October 21, 2011 at 02:03 PM Report Share Posted October 21, 2011 at 02:03 PM " Any member, for violation of any of the Bylaws or Rules of the Club, or other sufficient cause, may be suspended or expelled by a two-thirds vote of the Board of Directors, provided that, before any member may be expelled, he/she shall have the right to a full hearing upon the charges."The fact that some posters think this means two-thirds of all the Board members, while others think it means two-thirds of those present and voting, seems to be a demonstration that there is some ambiguity.For what little it's worth (since none of us on this forum, except the original poster, are likely to be members of this assembly), I think it means two-thirds of those present and voting, for the reasons given by Mr. Novosielski. The phrase 'of the board' seems to identify which body is allowed to take this disciplinary action (i.e. that it requires a vote at a Board meeting, rather than a vote at a membership meeting). Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 21, 2011 at 09:09 PM Report Share Posted October 21, 2011 at 09:09 PM Oh but one other thing: what does this question have to do with uccqSB?I suspect it's the CAPTCHA code, entered in the wrong box. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 21, 2011 at 09:22 PM Report Share Posted October 21, 2011 at 09:22 PM I suspect it's the CAPTCHA code, entered in the wrong box.Let's hope that doesn't become an epidemic. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 21, 2011 at 09:34 PM Report Share Posted October 21, 2011 at 09:34 PM Let's hope that doesn't become an epidemic.It's not the first time.http://robertsrules....c/12799-neeg6b/ Link to comment Share on other sites More sharing options...
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