vote to amend bylaws

[wwdslovene]

I have run across what appears to be a contradiction and would appreciate the help of the experts here.

In RONR on pp. 581 and 592 we find a statement to the following effect:

But if your bylaws have no provisions for their amendment, the requirement is a two-thirds vote with previous notice, or without notice, a majority of the entire membership.

So with advance notice a 2/3 vote is required to amend bylaws, but if you give no notice, then

only a majority vote is required to amend a bylaw. How can that possibly be????

I also have an explanatory Webster's RONR, and there we read the following:

A majority vote is required to amend something adopted with previous notice.

On the following page we read: To amend something previously adopted requires a 2/3 vote

without previous notice or a majority vote with previous notice.

Our currenty bylaws require only a majority vote to change the bylaws, but in the revised bylaws

we want to get it right. When is it a majority, and when is it a 2/3 vote?

[Steven Britton]

I have run across what appears to be a contradiction and would appreciate the help of the experts here.

In RONR on pp. 581 and 592 we find a statement to the following effect:

But if your bylaws have no provisions for their amendment, the requirement is a two-thirds vote with previous notice, or without notice, a majority of the entire membership.

A majority vote (those present and voting) and a majority of the entire membership are not the same , or equivilent.

[Chris Harrison]

OK, you are misunderstanding the difference between a majority vote and a majority vote of the entire membership. Lets say that an organization has 100 members and 12 members voted on the question.

• A majority vote is a majority (more than half) of those members who voted. A majority would be 7 (half of 12 is 6 so more that half would be 7).
  
• A 2/3 vote is 2/3 of the members who voted so a 2/3 vote of the 12 members who voted is 8.
  
• A majority of the entire membership is just what it sounds like a majority (more that half) of the entire membership whether they vote or not. So a majority of a 100 member organization is 51.
  

[David A Foulkes]

Take a careful read of pp. 400-404 for some helpful insights into the various voting thresholds, what they mean, and how they are calculated. Then, pay close attention to the wording, both in RONR and (especially) in your bylaws to make sure you're matching up the right combinations. The tricky part becomes when the bylaws use language that deviates from what is found in RONR, and then you get into bylaw interpretation, which isn't always easy, or gentle.

[wwdslovene]

Many thanks for your replies. The organization here is our Board of Directors (15 members at the present time), so we are

not talking about the entire membership of our organization (over 300 people). We are revising the board's bylaws, and this

does not involve the entire membership.

[David A Foulkes]

Many thanks for your replies. The organization here is our Board of Directors (15 members at the present time), so we are

not talking about the entire membership of our organization (over 300 people). We are revising the board's bylaws, and this

does not involve the entire membership.

Does the Board actually have their own set of bylaws, separate from the organization?

[wwdslovene]

Yes, the board has its own set of bylaws. The organization per se has none.

[Guest Edgar]

Yes, the board has its own set of bylaws. The organization per se has none.

I trust you'll forgive me (us?) if I'm (we're?) skeptical.

[Tim Wynn]

OK, you are misunderstanding the difference between a majority vote and a majority vote of the entire membership.

It's better stated as a vote of a majority of the entire membership, lest the inclusion of the term "majority vote" creates ambiguity.

You'll notice that RONR avoids placing "majority" immediately in front of "vote" when referring to a MEM or a vote of a majority of the members present. This allows "majority vote" to retain its clear meaning... at least in RONR.

[Josh Martin]

I have run across what appears to be a contradiction and would appreciate the help of the experts here.

In RONR on pp. 581 and 592 we find a statement to the following effect:

But if your bylaws have no provisions for their amendment, the requirement is a two-thirds vote with previous notice, or without notice, a majority of the entire membership.

So with advance notice a 2/3 vote is required to amend bylaws, but if you give no notice, then

only a majority vote is required to amend a bylaw. How can that possibly be????

I also have an explanatory Webster's RONR, and there we read the following:

A majority vote is required to amend something adopted with previous notice.

On the following page we read: To amend something previously adopted requires a 2/3 vote

without previous notice or a majority vote with previous notice.

Our currenty bylaws require only a majority vote to change the bylaws, but in the revised bylaws

we want to get it right. When is it a majority, and when is it a 2/3 vote?

As noted, a vote of a majority of the entire membership is quite a bit different from a "plain vanilla" majority vote. As for the difference you've noted in these two texts, the quote you've provided from the Webster's edition (which is not an official edition, by the way) is referring to the usual case for Amend Something Previously Adopted - the higher requirements you see in pgs. 581 and pgs. 592 of RONR are required for amending Bylaws when the Bylaws have no provision for their own amendment.

Yes, the board has its own set of bylaws. The organization per se has none.

This is exactly the opposite of the way it's supposed to work, so I recommend you fix this as soon as possible.

[wwdslovene]

I was unable to post my reply to the above comments. I shall ty again.........................

You are probably quite right to be skeptical, and I indeed misspoke. Our bylaws are indeed for the organization

as a whole, a large arts organization with a membership of over 300 people. The board, however, runs the affairs

of the membership (presents educational and social events), so it is true that I view the bylaws as those of the

board since they deal primarily with the board, the election of its officers, the committee structure, nominations

contracts, financial procedures standing rules and amenements to the bylaws.

The entire membership meets once a year, and there is a single article (out of 16) defining membership, rights,

provisions to call special meetings and to vote at such meetings. The membership it does not have any input

in our daily work and decisons unless it has reason to call a special meeting.

So, all this leads me back to my original question: I do not understand whether, when the board (15 members

at present) amends the bylaws, the required vote to enact revisions is 2/3 or a majority (so, 10 votes or 8

votes to enact amendments to the bylaws?). I failed to state that the membership has no input into the process

of our revisions. Were they to discover that they did not like the bylaws or any other aspect of the running of the

organization, 1/3 of the members may call a special meeting.

I hope that this does not muddy the waters further. Thanks to everyone for their help.

[Guest Edgar]

So, all this leads me back to my original question: I do not understand whether, when the board (15 members

at present) amends the bylaws, the required vote to enact revisions is 2/3 or a majority (so, 10 votes or 8

votes to enact amendments to the bylaws?).

What do your bylaws say about the amendment process? If they're totally silent, then the board will have nothing to do with it.

[wwdslovene]

Our current bylaws say the a majority present (assuming there is a quorum) is needed to amend the bylaws.

It seems to me that this is a rather low standard. ??? We have retained this in the revised bylaws, but some

of us feel that the bar should be raised to 2/3.

[David A Foulkes]

Our current bylaws say the a majority present .... is needed to amend the bylaws.

It seems to me that this is a rather low standard. ??? We have retained this in the revised bylaws, but some

of us feel that the bar should be raised to 2/3.

Do your bylaws explicitly give the Board the authority to amend the bylaws or not?

[Josh Martin]

So, all this leads me back to my original question: I do not understand whether, when the board (15 members

at present) amends the bylaws, the required vote to enact revisions is 2/3 or a majority (so, 10 votes or 8

votes to enact amendments to the bylaws?).

The board doesn't amend the Bylaws unless your Bylaws grant the board such authority. Since your Bylaws have their own amendment process, you follow that. If you're still curious, though, in a society for which the Bylaws are silent on their amendment, amending the Bylaws takes a 2/3 vote with notice or a vote of a majority of the entire membership without notice. In any case, this power rests with the general membership unless the Bylaws state otherwise.

I failed to state that the membership has no input into the process of our revisions.

Unless your Bylaws grant the board the authority to amend the Bylaws, this is not a correct statement.

Our current bylaws say the a majority present (assuming there is a quorum) is needed to amend the bylaws.

It seems to me that this is a rather low standard. ???

Yes, it is a very low standard for amending the Bylaws.

We have retained this in the revised bylaws, but some of us feel that the bar should be raised to 2/3.

RONR recommends that amending the Bylaws should require, at a minimum, a 2/3 vote and previous notice.