Unanimous Consent, Parts 1 and 2

[Guest Ed Meltz]

The By-Laws of an 501©(7) organization provide as follows:

 

 

"The Board may conduct business by utilization of a conference telephone call in which at least six members of the Board participate at all times. An affirmative vote of two-thirds of the members present is required to pass any motion in this type of meeting. If only six board members are present, then five affirmative votes are required to pass any motion. Immediately following the conference, the Recording Secretary shall prepare written minutes of any action taken, and mail a copy to each member of the Board."

 

That being the case, does a non-objection to a call for unanimous consent constitute an affirmative vote for purposes of the By-Law above. If not, then it would seem that you cannot have unanimous consent to motion within this organization.

 

I can't seem to find anything in RONR that states otherwise.

 

Ed

[Hieu H. Huynh]

Unanimous consent is used instead of a vote (see RONR 11th ed., p. 54). Ultimately, it will be up to your organization to interpret your bylaws.

[Transpower]

Unanimous consent (no objection) certainly constitutes an affirmative vote!

[Hieu H. Huynh]

""Unanimous consent" does not necessarily imply that every member present is in favor of the proposed action" (RONR 11th ed., p. 55, ll. 5-6).

 

In addition, "the objection is raised, not to the proposed action, but to the action's being taken without a formal vote" (ll. 12-14).

[Richard Brown]

The By-Laws of an 501©(7) organization provide as follows:

 

 

 An affirmative vote of two-thirds of the members present is required to pass any motion in this type of meeting. If only six board members are present, then five affirmative votes are required to pass any motion.

If six members are present, only four yes votes are needed... not five.  Four is two-thirds of six.   If you have twice as many yes votes as no votes, that is a two thirds vote.  That's the easy way to calculate whether you have a two thirds vote. 

 

Unlike a majority vote, which requires more than half, a two thirds vote requires only exactly two-thirds, not more than two thirds.

[g40]

If six members are present, only four yes votes are needed... not five.  Four is two-thirds of six.   If you have twice as many yes votes as no votes, that is a two thirds vote.  That's the easy way to calculate whether you have a two thirds vote. 

 

Unlike a majority vote, which requires more than half, a two thirds vote requires only exactly two-thirds, not more than two thirds.

After reading this citation several times, and at first being confused, I think I now understand the five vs four apparent conflict.

 

It actually does (or may) make sense and is not a conflict. Since this, apparently, an actual quote from their bylaws, it would have to be followed.

 

What, apparently, this organization wants to do is have the 2/3 of those "present" be required to pass if there are MORE THAN SIX participants, BUT if there are only six, then the stated requirement of FIVE would override the 2/3. I would assume that it would bot be uncommon for more than six to participate.

[Josh Martin]

If six members are present, only four yes votes are needed... not five.  Four is two-thirds of six.   If you have twice as many yes votes as no votes, that is a two thirds vote.  That's the easy way to calculate whether you have a two thirds vote. 

 

Unlike a majority vote, which requires more than half, a two thirds vote requires only exactly two-thirds, not more than two thirds.

 

This isn't the OP's explanation, it's a direct quote from the bylaws. A 2/3 vote is required, unless there are only six members present - in which case five votes in the affirmative are required. I'd guess that the reasoning was that they wanted a difference between a majority vote and their requirement. If six members were present, then a majority and a 2/3 would both be four. (As usual, the drafters assumed that everyone always votes.)

[Richard Brown]

This isn't the OP's explanation, it's a direct quote from the bylaws. A 2/3 vote is required, unless there are only six members present - in which case five votes in the affirmative are required. I'd guess that the reasoning was that they wanted a difference between a majority vote and their requirement. If six members were present, then a majority and a 2/3 would both be four. (As usual, the drafters assumed that everyone always votes.)

Ahh, ok, I see... you and g40 are right.   The OP is still quoting from the bylaws.  In that case, I agree.  Strike what I said in my comment at post # 5.  I was thinking the poster was stating his opinion of what it would take for a two thirds vote.  I didn't realize he was still quoting from the bylaws.  It makes sense now. Thanks!

[Dan Honemann]

The By-Laws of an 501©(7) organization provide as follows:

 

 

"The Board may conduct business by utilization of a conference telephone call in which at least six members of the Board participate at all times. An affirmative vote of two-thirds of the members present is required to pass any motion in this type of meeting. If only six board members are present, then five affirmative votes are required to pass any motion. Immediately following the conference, the Recording Secretary shall prepare written minutes of any action taken, and mail a copy to each member of the Board."

 

That being the case, does a non-objection to a call for unanimous consent constitute an affirmative vote for purposes of the By-Law above. If not, then it would seem that you cannot have unanimous consent to motion within this organization.

 

I can't seem to find anything in RONR that states otherwise.

 

Ed

 

RONR (11th ed.) answers this question for itself on page 56:

 

"Whenever it is stated in this book that a certain action or the adoption of a certain motion "requires a two-thirds vote," the same action can, in principle, also be taken by unanimous consent. If much hinges on the outcome, however, it is usually better to take a formal vote."

 

This may or may not be the way in which your organization will interpret its own bylaws in this regard, particularly in view of the fact that the provision you have quoted relates to votes taken when the board is meeting by conference telephone call "in which at least six members of the Board participate at all times." Under these circumstances, the intent may be that there should be some evidence as to the number of members participating at the time when a vote is taken, especially since the vote required is an "affirmative vote of two-thirds of the members present." 

 

In any event, as noted in post #2, "it will be up to your organization to interpret your bylaws." Our opinions don't count.

[Guest Ed Meltz]

[Moderator's note: The following message was started in a new topic, but I merged the two topics (and fixed the spelling of the title).

--S.G.]

 

Officers and Directors of a 501©(7) organization, the passing of motions under unanimous consent at the Board Meeting held recently should be determined as null and void as well as expunged from the meeting minutes  for the reasons listed below:

 

WHEREAS, it is written in the Club’s Bylaws under ARTICLE IV.OFFICERS AND DIRECTORS, Section 5.Format Of Meetings, Paragraph B. “The Board may conduct business by utilization of a conference telephone call in which at least six members of the Board participate at all times.  An affirmative vote of two-thirds of the members present is required to pass any motion in this type of meeting.  If only six board members are present, then five affirmative votes are required to pass any motion…”

 

WHEREAS, RONR (11^th ed.), p. 343, ll. 14-18 “Improper Motions” states “Motions that conflict with the corporate charter, constitution, or bylaws of a society, or with procedural rules prescribed by national, state, or local laws, are out of order, and if any motion of this kind is adopted, it is null and void.”

 

WHEREAS, RONR (11^th ed.), p. 54, ll. 10-16 states “Adoption of a Motion or Action Without a Motion by Unanimous Consent – In cases where there seems to be no opposition in routine business or on questions of little importance, time can often be saved by the procedure of unanimous consent, or as it was formerly also called, general consent.

 

WHEREAS, RONR (11^th ed.), pp. 54-55, ll. 29-36, ll.1-4 states “If any member objects, the chair must state the question on the motion, allow any desired debate… and put the question in the regular manner…”. 

 “If an objection is made with reasonable promptness, even though the chair may have already announced the results as one of “no objection,” he must disregard such an announcement…”

 

WHEREAS, RONR (11^th Ed.), p. 55,  ll.5-14 states “Unanimous consent” does not necessarily imply that every member present is in favor of the proposed action; it may only mean that the opposition, feeling that it is useless to oppose or discuss the matter, simply acquiesces.  Similarly, when a member responses to the chair’s inquiry, “Is there any object…?” with “I object,” he may not necessarily oppose the motion itself, but may believe that it is wise to take a formal vote under the circumstances.  In other words, the objection is raised, not to the proposed action, but to the action’s being taken without a formal vote.”

 

I opine as follows:

 

1) Notwithstanding the above that the motions were not routine business or of little importance and therefore Unanimous Consent may not be used, and

 

2) An objection to passing the motions by Unanimous Consent was made by not just one but several Board Members, which renders the passing of these motions null and void, but no Board member appealed the ruling of the Chair, and

 

3) The passing of these motions must be expunged from the meeting minutes as they are null and void.

 

What recourse do the members who objected to Unanimous Consent have in these circumstances?

[George Mervosh]

1) Neh it can be used for any motion, but the book notes what it's most commonly used for.

 

2) It's too late now to raise a point of order or appeal.  Do so promptly next time.

 

3) Absolutely not!  The minutes are a record of what happened even if what happened was flawed. 

 

3 a) See #2 and/or move to rescind what was adopted (if possible).

 

I missed part 1.

 

 

[edit to #1 above]

[Richard Brown]

I agree with the response by Mr. Mervosh, but would add that if this was done during a telephonic meeting of the board and if less than six board members were "present" or participating, any motions so adopted might be null and void due to lack of a quorum and/or a violation of the bylaws.  That constitutes a continuing breach, but it must be proven that there were less than six members participating.

 

Like Mr. Mervosh, I don't think the issues you pointed out cause the adopted motion(s) to be null and void.  I also agree that expungement from the minutes is not proper.

 

Edited to add:  I understand your apparent view that adopting something by unanimous consent where the members express their "consent" by silence is not the same thing as an "affirmative vote" as required by your bylaws.  However, I think it does amount to an affirmative vote.  RONR is quite clear that unanimous consent is an acceptable method of adopting motions.   It is ultimately up to your organization to interpret its bylaws in that regard. 

[Gary Novosielski]

The citations given in RONR do not support your conclusions in any way, and your opinions listed below them have no parliamentary basis, especially your desire to have things expunged from the minutes merely because you wish they had not occurred.