what is the denominator in counting adequate percentage

[Guest jonathan b levine]

Where bylaws or law requires a super-majority, i.e. 2/3's of all the members regardless of who is voting, an "abstention" or absence has the effect of a no vote. What about the situation where a member is disqualified from voting (because of non-payment of dues)? Does the fraction of (yes votes)/(all votes) include the disqualified voter in the denominator? To say she is included is to say she was given power to affect outcome even though bylaws or law provided otherwise. Hmm.

[Chris Harrison]

First, a member doesn't lose any rights of membership just because he or she is in arrears of dues unless the bylaws provide for that or the assembly implemented some disciplinary action removing some rights (RONR p. 406-25-30). If this member has legitimately lost the right to vote (or any other right of membership) it will be up to you all to determine whether that loss of rights would cause him or her to lose some qualification(s) that the bylaws impose in order to count as a member. See RONR pp. 588-591 for some principles to help with interpreting those bylaws.

[jstackpo]

Hmm, indeed.

First point (just to be sure): dues non-payment doesn't disqualify a member from voting or anything else -- RONR, p. 406. But your bylaws may say he is disqualified, so this may not solve your problem. Or he is disqualified for some other reason.

I would have to say that a member is (still) a member, even though some or all of his membership rights have been taken away, so he does count in the denominator. But the ultimate decision on this sort of question is up to your association, via p. 588. And once decided, clarify (amend) the bylaws to cover the situaion.

[Guest Edgar]

I would have to say that a member is (still) a member, even though some or all of his membership rights have been taken away, so he does count in the denominator.

And I'd probably say that members who can't vote aren't included in the denominator of a voting requirement.

So there you have it.

[jstackpo]

The same question comes up in the case of someone (properly, in the bylaws) denied the right to vote (a well defined conflict of interest, perhaps) on some issue. Does he count toward the quorum at the time of the vote?

Suppose the attendance is such that this one person makes the difference between quorum present or not-present - i.e. just barely enough people at the meeting.

I think the consensus around here is that he would count and the quorum is not broken. He counts as a member present. So he'd count in Mr. Levine's denominator, too.

BTW, Guest_Edgar_: Have you conquered the Captcha? How did you do it? You seem to have no problem getting in to respond!

[Guest Edgar]

I think the consensus around here is that he would count and the quorum is not broken. He counts as a member present. So he'd count in Mr. Levine's denominator, too.

That's certainly a persuasive argument.

BTW, Guest_Edgar_: Have you conquered the Captcha? How did you do it? You seem to have no problem getting in to respond!

You see only the successes. The failures are legion.

The only "trick" is to keep cycling through the options until you see one that has a reasonable chance (one in four?) of being deciphered. The more numerals the better.

gkG8Xe

[David A Foulkes]

I'd say that a member is a member, and remains so unless the bylaws (or other rules perhaps) say otherwise. A restriction from voting alone for non-payment of dues that is not qualfied otherwise would not terminate a member's membership, although we (or rather, the organization) begin to venture into the realm of bylaw interpretation. A present member who can't vote is similar to a member with voting rights who is absent with regard to a voting threshold based on the entire membership. They are counted in the membership.

The definition (p. 4) of a majority and 2/3 votes involves those members present and voting, It makes no qualification on whether those present are allowed to vote. Clearly, in these two cases, the aforementioned member could not vote. However that concept applies, I would think, to voting based on the entire membership. Whether your voting right is restricted, if you are still a member, you are counted in the denominator.

[alanh49]

I'd say that a member is a member, and remains so unless the bylaws (or other rules perhaps) say otherwise. A restriction from voting alone for non-payment of dues that is not qualfied otherwise would not terminate a member's membership, although we (or rather, the organization) begin to venture into the realm of bylaw interpretation. A present member who can't vote is similar to a member with voting rights who is absent with regard to a voting threshold based on the entire membership. They are counted in the membership.

The definition (p. 4) of a majority and 2/3 votes involves those members present and voting, It makes no qualification on whether those present are allowed to vote. Clearly, in these two cases, the aforementioned member could not vote. However that concept applies, I would think, to voting based on the entire membership. Whether your voting right is restricted, if you are still a member, you are counted in the denominator.

I disagree voting based on entire membership surely does not include anyone who is disqualified from voting.

If you can not vote for or against a motion, you can not abstain from voting on it ether, so your not voting or absence will not have same effect as voting no.

[Dan Honemann]

I disagree voting based on entire membership surely does not include anyone who is disqualified from voting.

If you can not vote for or against a motion, you can not abstain from voting on it ether, so your not voting or absence will not have same effect as voting no.

Yes, this is certainly correct as far as the rules in RONR are concerned.

If a person does not have the right to vote he is not a "member" for purposes of determining the number of votes necessary for adoption of a motion requiring the vote of a majority (or 2/3, etc.) of the members present, or the vote of a majority (or 2/3, etc.) of the entire membership, for its adoption.

[jstackpo]

But, I take it, remains a "member" for quorum-counting purposes?

[Trina]

But, I take it, remains a "member" for quorum-counting purposes?

I would like to see this question reviewed also. I don't recall, at least not with any certainty, the consensus that you described in post #5 above (i.e. that a member not allowed to vote still counts toward quorum).

This is a potential issue in an organization I belong to. The bylaws specify that the president is not allowed to make motions or to vote, except 'in case of a tie' (I know... that language should be improved, but that's not my concern here). The bylaws define quorum as a specific number of people present. Quorum at our meetings is sometimes marginal. I've assumed that we can count the president, because she IS a member, but always have a twinge of uncertainty because of the explicit restriction of this member's rights in the bylaws.

[Dan Honemann]

But, I take it, remains a "member" for quorum-counting purposes?

No, a person who has no right to vote is not a "member" for quorum counting purposes.

[jstackpo]

Big Dan sed: "No, a person who has no right to vote is not a "member" for quorum counting purposes."

That may just alter the "consensus". Fine by me.

Since it apears to be a "no exceptions" statement, I assume it would also apply in the (real life, well, my life anyway) situation I described in #5 where the (proper) loss of a right to vote is "temporary" in that it relates to a particular issue.

And apply in Trina's case where the "temporary" loss of a right to vote is re-established when there is a tie.

[Trina]

No, a person who has no right to vote is not a "member" for quorum counting purposes.

I'm assuming this answer also applies to the situation I described?

I'm sure this has been discussed on the forum before, but I admit to not clearly remembering the consensus (or if there was consensus)...

Since the president's right to vote has not been entirely removed (she can still vote 'in case of a tie'), at what point does one determine quorum? Does one assume there is a quorum for purposes of making and debating motions, but then the quorum disappears when the vote is counted and it becomes clear there is no tie (no tie, so the president has no vote, as per bylaws)? That seems pretty kooky, but isn't that what the application of the rule logically leads to?

Or perhaps Mr. Honemann's response does not apply to this situation...?

[Tim Wynn]

I would like to see this question reviewed also. I don't recall, at least not with any certainty, the consensus that you described in post #5 above (i.e. that a member not allowed to vote still counts toward quorum).

This is a potential issue in an organization I belong to. The bylaws specify that the president is not allowed to make motions or to vote, except 'in case of a tie' (I know... that language should be improved, but that's not my concern here). The bylaws define quorum as a specific number of people present. Quorum at our meetings is sometimes marginal. I've assumed that we can count the president, because she IS a member, but always have a twinge of uncertainty because of the explicit restriction of this member's rights in the bylaws.

Trina, if the effect were that the president could only vote when his vote would affect the outcome, he would certainly be a voting member. As I doubt the assembly truly desired to restrict the president from voting in the ways that it has by adopting the bylaw, it seems clear to me (and to you, I'm sure) that the problem is in the probably inadvertent language of the bylaw. According to p. 3, ll. 1-15, an individual like the president that you describe does not measure up as a "member," as RONR uses the term, which by the way, is synonymous with "voting member."

The answer, of course, is to change the bylaw.

[Dan Honemann]

I'm assuming this answer also applies to the situation I described?

I'm sure this has been discussed on the forum before, but I admit to not clearly remembering the consensus (or if there was consensus)...

Since the president's right to vote has not been entirely removed (she can still vote 'in case of a tie'), at what point does one determine quorum? Does one assume there is a quorum for purposes of making and debating motions, but then the quorum disappears when the vote is counted and it becomes clear there is no tie (no tie, so the president has no vote, as per bylaws)? That seems pretty kooky, but isn't that what the application of the rule logically leads to?

Or perhaps Mr. Honemann's response does not apply to this situation...?

As our friend Rob Elsman used to say (we've been missing him lately, by the way) "They're your bylaws, you tell us."

Nothing in RONR takes away a member's right to vote just on certain questions or just in certain situations. As a consequence, it is necessary to interpret bylaws which do such a thing (if they do) in order to determine exactly what are the intended consequences, and that is something I do not intend to do at this remove.

[Guest Edgar]

As our friend Rob Elsman used to say (we've been missing him lately, by the way) "They're your bylaws, you tell us."

More than "lately"; it's been nearly three months. One can only hope all is well.

[Trina]

As our friend Rob Elsman used to say (we've been missing him lately, by the way) "They're your bylaws, you tell us."

Nothing in RONR takes away a member's right to vote just on certain questions or just in certain situations. As a consequence, it is necessary to interpret bylaws which do such a thing (if they do) in order to determine exactly what are the intended consequences, and that is something I do not intend to do at this remove.

OK, that is helpful.

Judging by posts on this forum, the type of bylaws language I described is not particularly unusual (ill-advised maybe, unusual no).

[Josh Martin]

As I doubt the assembly truly desired to restrict the president from voting in the ways that it has by adopting the bylaw... probably inadvertent language of the bylaw

I'm not so sure about that. This doubt is not consistent with my personal experience with organizations with such a rule or with RONR, 11th ed., pg. 589, line 34 - pg. 590, line 1. In any event, it is certainly ultimately up to the assembly to interpret its own Bylaws.

[Gary Novosielski]

But, I take it, remains a "member" for quorum-counting purposes?

I would certainly say not. For similar reasons as those concerning votes "of the entire membership", those who do not have the capacity to vote would not count in a quorum, since they are not capable of doing all those things which constitute "conduct of business".

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Oops, I see that I have been retroactively agreed with in advance by Dan.