2/3 Membership Vote

[Guest]

Need Help in interpreting voting, majority and quorums.  Recently many members were upset with a policy change in my club that the board of trustees passed.  There was a motion made that the new policy be revoked.  The chairman of the board got up and stated that in order to revoke the policy change there needs to be 2/3rds of the total active members present which would be 80 for a quorum and you would need 2/3rds of the 80 to vote yes to revoke it (54).  Since there was only 42 Active members present there was no way to get the yes votes or hold the vote ad he dismissed the motion that it couldn't get passed not enough Active members to get a yes vote or even hold a vote.  This caused a lot of discussion.  so I need some clarity on the issues.

My non-profit organization bylaws has a section which states:

Quote

Authority:

Ultimate authority regarding any and all matters pertaining to the club shall rest exclusively with the Active Membership.  A majority vote of the total Active membership may override any policy, action or inaction of its officers, committees, Board of Trustees, or any group or individual member in matters pertaining to the club.

There has been great deal of debate on exactly what this means in regard to what the majority is and how the majority is made up.

In regard to Voting:

Some say the majority means 2/3rd in the affirmative to pass a motion to override

Some say majority means 51% in the affirmative to pass a motion to override

What makes up the majority:

Some say the majority is made up of the entire 120 active members and therefore 2/3 need to be present

Some say the majority is made up of the active members currently at a business meeting which may be only 30

One more wrench to throw into this question:

Nowhere in the bylaws does it state what a quorum is in regard to general membership meetings (held weekly).  It does state that a quorum for board meetings is 7 (13 member board) under article 2 titled - Board of Trustees. some try to expand this to all club meetings.  I think it only applies to the board meetings and not the general meetings because that is were it is found in the by-laws in this specific section.

Also for By-Law changes it specifically states "bylaws may be amended upon due notice by a majority vote of active members present and voting at any weekly club meeting"  Some try to say that this statement is in effect for all votes on all topics.  I feel that since it is in its own articleagain it only pertains to the article titled - amendments and not the entire by-law document

Thanks for the help in clearing up the confusion

[Hieu H. Huynh]

Ultimately, it is up to your organization to interpret your bylaws. Such interpretation is beyond the scope of this forum.

[Guest]

I thought Roberts rules had specifics on what majority meant and what constitutes a quorum and can verbiage from one article be used in regard to another article.

[Hieu H. Huynh]

See FAQ #4 regarding "majority".

[Hieu H. Huynh]

If your bylaws do not specify a quorum for your membership meetings, a quorum would be a majority of all the members.

[Gödel Fan]

We can't interpret bylaws, but I see no reason we can't answer the questions:

A majority is not 2/3, and it is not 51%.  It is more than half.  If there are more votes in the affirmative than the negative, then there is a majority in the affirmative.

Assuming your parliamentary authority is RONR, if there is no provision regarding quorum, then quorum for a membership meeting is a majority of the membership.  A quorum provision for board meetings is not a quorum provision for other meetings.

A majority vote of the entire membership means more than half of the entire membership voting in the affirmative.  If, by chance, a meeting had only a bare quorum present, the only way that meeting could meet this threshold would be if everyone present voted in the affirmative.  (On votes requiring a majority of the entire membership, by the way, abstaining is essentially equivalent to voting nay.)

I can't make any sense of the chair's calculations, and I'm not sure I understand your last paragraph.  If I understand your question correctly, then my answer would be: if the bylaws give a provision for their own amendment, this provision does not apply to all motions, just to motions to amend the bylaws.  In RONR, original main motions, in general, require a majority vote (at a properly called, quorate meeting, of course).  This could be as few as 1 vote in the affirmative.  In particular, if the bylaws require notice for bylaw amendments, this does not mean that all original main motions need previous notice.  

[Guest calbear_77]

A simple majority is "more than half". This is what most people would call "51%", but in reality it is more like "50.00000001% rounded up".

Under RONR, unless the bylaw explicitly says a "two-thirds majority" (or some other qualification), the word "majority" means "simple majority".

Now who counts towards the majority? If it is not specified, under RONR it defaults to a majority of those present and voting. Your bylaw explicitly says a "majority vote of the total Active membership" which means what it says: a majority of all active members.

So assuming you have 120 active members, you need 61 to vote in the affirmative to pass something.

Quorum is a simple majority of the number of people who can vote, unless explicitly defined as something else in your governing documents or applicable law. If your organization is incorporated, state law usually defines a default quorum for membership meetings. If your organization is unincorporated, it is still possible that state law defines a default (for example in California it is 1/3 of the membership).

So assuming that your governing documents and state law don't define quorum, you need 61 active members present to do business.

I agree that the bylaw article only applies to bylaw amendments, not to all motions (especially since voting on other motions is defined explicitly elsewhere) . You still need a quorum to vote on amending the bylaws though.

[Richard Brown]

8 hours ago, Guest calbear_77 said:

. . . Now who counts towards the majority? If it is not specified, under RONR it defaults to a majority of those present and voting. Your bylaw explicitly says a "majority vote of the total Active membership" which means what it says: a majority of all active members.

I am of the opinion that the quoted bylaw language is ambiguous and that it is up to the society itself to determine what it means.  it is not the language recommended in RONR for "the vote of a majority of the entire membership".  The quoted language could mean an ordinary majority vote or it could mean the vote of a majority of the entire membership.  Only the society itself can interpret such an ambiguous provision.   I agree that the provision is probably intended to mean "the vote of a majority of the entire membership", but by using non-standard language, it is not clear.  Ambiguity is introduced.

This problem caused by the wording used is a good reason for sticking to the precise verbiage recommended in RONR for such provisions.  It has a commonly accepted meaning.  Straying from that language even slightly introduces ambiguity.  See pages 402-404 of RONR for more information on the different vote thresholds.

[Josh Martin]

3 hours ago, Richard Brown said:

I am of the opinion that the quoted bylaw language is ambiguous and that it is up to the society itself to determine what it means.  it is not the language recommended in RONR for "the vote of a majority of the entire membership".  The quoted language could mean an ordinary majority vote or it could mean the vote of a majority of the entire membership.  Only the society itself can interpret such an ambiguous provision.   I agree that the provision is probably intended to mean "the vote of a majority of the entire membership", but by using non-standard language, it is not clear.  Ambiguity is introduced.

This problem caused by the wording used is a good reason for sticking to the precise verbiage recommended in RONR for such provisions.  It has a commonly accepted meaning.  Straying from that language even slightly introduces ambiguity.  See pages 402-404 of RONR for more information on the different vote thresholds.

I agree that the language is ambiguous, and I'm not sure that it means a majority of the entire membership. The rule specifically says "active" members. I don't know what an "active" member is, but hopefully this is defined in the organization's rules somewhere.

[Gary Novosielski]

18 hours ago, Guest said:

Need Help in interpreting voting, majority and quorums.  Recently many members were upset with a policy change in my club that the board of trustees passed.  There was a motion made that the new policy be revoked.  The chairman of the board got up and stated that in order to revoke the policy change there needs to be 2/3rds of the total active members present which would be 80 for a quorum and you would need 2/3rds of the 80 to vote yes to revoke it (54).  Since there was only 42 Active members present there was no way to get the yes votes or hold the vote ad he dismissed the motion that it couldn't get passed not enough Active members to get a yes vote or even hold a vote.  This caused a lot of discussion.  so I need some clarity on the issues.

My non-profit organization bylaws has a section which states:

There has been great deal of debate on exactly what this means in regard to what the majority is and how the majority is made up.

In regard to Voting:

Some say the majority means 2/3rd in the affirmative to pass a motion to override

Some say majority means 51% in the affirmative to pass a motion to override

What makes up the majority:

Some say the majority is made up of the entire 120 active members and therefore 2/3 need to be present

Some say the majority is made up of the active members currently at a business meeting which may be only 30

One more wrench to throw into this question:

Nowhere in the bylaws does it state what a quorum is in regard to general membership meetings (held weekly).  It does state that a quorum for board meetings is 7 (13 member board) under article 2 titled - Board of Trustees. some try to expand this to all club meetings.  I think it only applies to the board meetings and not the general meetings because that is were it is found in the by-laws in this specific section.

Also for By-Law changes it specifically states "bylaws may be amended upon due notice by a majority vote of active members present and voting at any weekly club meeting"  Some try to say that this statement is in effect for all votes on all topics.  I feel that since it is in its own articleagain it only pertains to the article titled - amendments and not the entire by-law document

Thanks for the help in clearing up the confusion

A majority means "more than half".  It does not mean 50% or 50%+1 or 50.0001%.  If just "majority vote" is specified it means "a majority of those present and voting", so people who were absent or abstained would not affect the vote.  A motion could pass on a 1-0 vote, so long as a quorum was present.  Anything less than a majority, including a tie, means the motion failed.  The phrases "2/3 majority" or "simple majority" should be avoided.  Instead, use "2/3 vote" or "majority vote".

Whether your majority vote means "majority of those present and voting" or means "majority of the entire membership" is not clear from the language.  It could mean that a majority vote is needed, and goes on to say who is doing the voting, since bylaws writers seem never to use two words when twelve will do.  But that will have to be decided by a majority vote in a meeting of your membership.  The board can't interpret the bylaws for the membership, as your bylaws make clear.  Neither can the president, except during a meeting and always subject to Appeal (§24).  The rules in RONR say just an ordinary '"majority vote", but your rules supersede the rules in RONR.

The quorum requirement in your bylaws for a board meeting does not apply to the membership unless the bylaws say so.  If they're silent on a quorum for membership meetings, a quorum is a majority of the membership (those eligible to vote).  Once a quorum is present, business may be conducted.  Quorum is a Yes/No decision; there either are enough, or there are not.  The quorum requirement doesn't factor into voting thresholds.

The article on how to amend your bylaws applies only to the bylaws, and nothing else.  That's especially clear because there is a different requirement listed for other things such as policies and other actions.