Voting in a non for profit organization

[Guest Tracy Fischer]

If we have 80 members, and we only typically get 35-40 members at the meetings, can we still vote on changes of by-laws and hold elections? Or, do we have to have the majority or 2/3 vote of the general membership, eventhough they are not present at the meeting?

[hmtcastle]

If we have 80 members, and we only typically get 35-40 members at the meetings, can we still vote on changes of by-laws and hold elections? Or, do we have to have the majority or 2/3 vote of the general membership, eventhough they are not present at the meeting?

There are two, unrelated, factors to consider.

First is your quorum requirement. That's the minimum number of members who must be present at a meeting in order for any substantive business to be conducted. Your bylaws should specify your quorum requirement but, if they don't, it's a majority (more than half) of the total membership. So maybe you have a quorum at some of your meetings and maybe you don't.

Let's assume you do.

Now you have to be concerned with the voting requirement. Usually that's just a majority of the members who are present and who vote. Not a majority of the members who are present and not a majority of the total membership.

So lets assume 41 members are present and, therefore, you have a quorum. Now someone makes a motion. Following debate, the members vote and the vote is 1-0. In other words, only one member voted. That's okay. The motion is adopted by the required majority vote (more than half the members who voted voted "yes").

That 1-0 vote also happens to be a two-thirds vote (at least twice as many members voted "yes" as voted "no").

A majority vote is usually good enough for elections. A two-thirds vote is often required for amending bylaws.

[Rev Ed]

It all comes down to the requirements for amending the By-laws. What do the By-laws state about amending the By-laws (and while you are at it, double check the quorom requirements for the organization to make sure that 35 members will actually meet the quorom requirements.