Guest Katherine Posted August 3, 2011 at 03:46 PM Report Share Posted August 3, 2011 at 03:46 PM Recently our non-profit had a regular meeting to vote on amendments to our bylaws. Our bylaws state: “Bylaws may be added to, amended or rescinded at any regular meeting of the membership, or at any special meeting called for that purpose, at which there is a quorum. Such action requires an affirmative vote of two-thirds (2/3) of the Members present”.Our bylaws also state that: “A Member entitled to vote may do so in person or by proxy, executed in writing by the Member or by his attorney in fact.”There were 70 voting members present at this meeting. In addition 52 proxy votes were executed by these 70 members. We had one amendment proposal where the votes were 66 affirmative and 55 negative. We are being told that this amendment proposal did not pass because it needed 81 affirmative votes to pass. My questions are:1. For the amendment proposal to pass does it need 2/3 affirmative vote of the entire votes cast for this issue 66 yes +55 no = 121 votes cast of which 2/3 would be 81 (votes of members present + proxy votes) or just 2/3 affirmative votes of the 70 members present which would be 2/3 of 70 members =46 affirmative votes to pass? 2. If it only needs 2/3 affirmative votes of the members present do you not count the proxy votes? 3. Are proxy votes considered “members present” so we actually had 121 “members present” at this meeting even though we only had 70 physical bodies?Thank you for your time in this matter. Link to comment Share on other sites More sharing options...
George Mervosh Posted August 3, 2011 at 03:55 PM Report Share Posted August 3, 2011 at 03:55 PM See FAQ#10 Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 3, 2011 at 04:46 PM Report Share Posted August 3, 2011 at 04:46 PM Since your bylaws come in to play on this, you might also take a look at pages 570-573 in RONR (10th Ed.) for some help interpreting them. And just to nitpick a little, 2/3 of 70 would be 47 votes, not 46. Link to comment Share on other sites More sharing options...
Guest Katherine Posted August 3, 2011 at 05:36 PM Report Share Posted August 3, 2011 at 05:36 PM Since your bylaws come in to play on this, you might also take a look at pages 570-573 in RONR (10th Ed.) for some help interpreting them. And just to nitpick a little, 2/3 of 70 would be 47 votes, not 46.Thanks for the nitpick, every detail is always important!!I still don't think FAQ#10 addresses my questions because it says to see bylaws. I provided all the bylaws that address voting and proxies in my question so there are no addition bylaws to refer to. Can you address my questions based on your interpretation? Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 3, 2011 at 05:50 PM Report Share Posted August 3, 2011 at 05:50 PM Thanks for the nitpick, every detail is always important!!I still don't think FAQ#10 addresses my questions because it says to see bylaws. I provided all the bylaws that address voting and proxies in my question so there are no addition bylaws to refer to. Can you address my questions based on your interpretation?What FAQ 10 is trying to tell you is that any questions you have regarding proxies must be answered by your bylaws (or applicable law). If you have unanswered questions, then the bylaws are incomplete and the membership needs to address that through amendments to clarify all these sticky little points. We could tell you what WE think your bylaws mean, but that isn't the purpose of this forum. If only there were a Bylaws Discussion Forum where you could post your question......... Link to comment Share on other sites More sharing options...
Guest Katherine Posted August 3, 2011 at 07:45 PM Report Share Posted August 3, 2011 at 07:45 PM What FAQ 10 is trying to tell you is that any questions you have regarding proxies must be answered by your bylaws (or applicable law). If you have unanswered questions, then the bylaws are incomplete and the membership needs to address that through amendments to clarify all these sticky little points. We could tell you what WE think your bylaws mean, but that isn't the purpose of this forum. If only there were a Bylaws Discussion Forum where you could post your question.........What do you think???? Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 3, 2011 at 08:10 PM Report Share Posted August 3, 2011 at 08:10 PM What do you think????This being a forum for Robert's Rules of Order going beyond what RONR says into bylaw interpretation is beyond this forum's purview. However, RONR pp. 570-573 does give some principles to help you all interpret those bylaws. Link to comment Share on other sites More sharing options...
tctheatc Posted August 3, 2011 at 09:57 PM Report Share Posted August 3, 2011 at 09:57 PM What do you think????I think allowing proxies complicates the matter, sometimes to the point of it being quite unmanageable. When they're provided for, it's best to anticipate and answer all the what-if's.Those that say "members present" are the only ones who count have a point. Those who say total votes is what matters have a point. Link to comment Share on other sites More sharing options...
Josh Martin Posted August 4, 2011 at 12:20 AM Report Share Posted August 4, 2011 at 12:20 AM My questions are:1. For the amendment proposal to pass does it need 2/3 affirmative vote of the entire votes cast for this issue 66 yes +55 no = 121 votes cast of which 2/3 would be 81 (votes of members present + proxy votes) or just 2/3 affirmative votes of the 70 members present which would be 2/3 of 70 members =46 affirmative votes to pass? I believe that if you think carefully through the full implications of this, read in conjunction with RONR, 10th ed., pgs. 570, line 30 - pg. 571, line 7, the answer to your questions will become apparent (although it may be wise to clarify the Bylaws in the future anyway). Link to comment Share on other sites More sharing options...
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