Guest Barbara Loehnert Posted March 11, 2012 at 05:15 AM Report Share Posted March 11, 2012 at 05:15 AM Our Executive Board has nine members. Our by-laws state "A board member may be removed for just cause by a two-thirds vote of the Executive Board. If all nine were present that would be six; however, we are having a meeting and two of the Executive Board members will not be present. Would that mean that two-thirds of the present Executive Board at the meeting will be enough? Thank you. Link to comment Share on other sites More sharing options...
tctheatc Posted March 11, 2012 at 10:40 AM Report Share Posted March 11, 2012 at 10:40 AM your group can be the only ones to determine the meaning of your own bylaws....But I do notice that what you quoted does not say "...by a 2/3 vote of the entire membership of the executive board..." just sayin'.. Link to comment Share on other sites More sharing options...
jstackpo Posted March 11, 2012 at 12:24 PM Report Share Posted March 11, 2012 at 12:24 PM Nor does it say "a 2/3 vote" without any further qualifiers,Nor "a vote of 2/3 of the Executive Board"These two phrases mean different things and are the ONLY two phrases defining voting explained in RONR, p. 401 ff.Barbara's phrase is, unfortunately, an ambiguous mash-up of the two. As tht... says, it is up to Barbara's association to figure out which meaning is wanted and then amend the bylaws to say so. Link to comment Share on other sites More sharing options...
Rev Ed Posted March 11, 2012 at 05:54 PM Report Share Posted March 11, 2012 at 05:54 PM I would say that if 2/3rd of the votes cast are yes, then it is enough. That's how I read the By-law quoted. Link to comment Share on other sites More sharing options...
Trina Posted March 11, 2012 at 06:04 PM Report Share Posted March 11, 2012 at 06:04 PM Notwithstanding the personal opinion given in post #4 (which introduces another possible interpretation, not listed by Barbara in post #1), it is still "up to Barbara's association to figure out which meaning is wanted and then amend the bylaws to say so."See RONR (11th ed.) pp. 588-591 for some principles of bylaws interpretation that may help with this task. Link to comment Share on other sites More sharing options...
alanh49 Posted March 11, 2012 at 07:19 PM Report Share Posted March 11, 2012 at 07:19 PM What's ambiguous about a 2/3 vote of the Executive Board?RONR 11th ed clearly defines a 2/3 vote on P.401 ll,8-12 and the words of the Executive Board just say by whom it can be done. Link to comment Share on other sites More sharing options...
jstackpo Posted March 11, 2012 at 07:56 PM Report Share Posted March 11, 2012 at 07:56 PM What's ambiguous about a 2/3 vote of the Executive Board?RONR 11th ed clearly defines a 2/3 vote on P.401 ll,8-12 and the words of the Executive Board just say by whom it can be done.That is indeed one (perfectly good) interpretation of the phrase "2/3 vote of the [members of the] Executive Board". Note, BTW, that RONR does NOT include that phrase in its glossary of vote threshold phrases found on p. 403. But I suspect your interpretation is how most folks would read it.The problem I have with it is the redundancy of the phrase "of the Executive Board". That phrase can be dropped without changing the vote threshold - who else but the (members of) the Executive Board could vote in an Exec Board meeting? The phrase adds nothing.But... Interpretation Principle #4 (p. 589-590) says "There is a principle that nothing has been placed in the bylaws without some reason for it". Redundancy is surely not a good reason. So what is left as a "reason"? What's left is the conclusion that "of the Executive Board" is intended to somehow modify "2/3 vote", and the only modification I can think of is to give it the (RONR endorsed) meaning of "a vote of 2/3 of the Executive Board. This, of course, is a different threshold than a "2/3 vote" (or equivalently, "2/3 vote of the Executive Board members present and voting").Thus my assertion of "ambiguity". This also applies to "majority vote" of course. And "members" rather than "Executive Board".I see the "2/3 [or 'majority'] vote of members" phrase all too often in bylaws and sometimes the association interprets it as the simple "2/3 vote" and other times as "vote of 2/3 of the members". And even "2/3 of the members present", yet another threshold possibility.I urge then to change their bylaws to the RONR phrasing as that is clearly and unambiguously defined in the book, once they decide what they really mean. Link to comment Share on other sites More sharing options...
alanh49 Posted March 11, 2012 at 08:37 PM Report Share Posted March 11, 2012 at 08:37 PM That is indeed one (perfectly good) interpretation of the phrase "2/3 vote of the [members of the] Executive Board". Note, BTW, that RONR does NOT include that phrase in its glossary of vote threshold phrases found on p. 403. But I suspect your interpretation is how most folks would read it.The problem I have with it is the redundancy of the phrase "of the Executive Board". That phrase can be dropped without changing the vote threshold - who else but the (members of) the Executive Board could vote in an Exec Board meeting? The phrase adds nothing.Dropping the phrase "of the Executive Board" may not change the voting threshold but it would change who gets to vote on the question since boards only have the powers given to them in the bylaws, It's only being done at a meeting of the board because of words "of the Executive Board" without them it has to be done at meeting the general membership. Link to comment Share on other sites More sharing options...
jstackpo Posted March 11, 2012 at 08:43 PM Report Share Posted March 11, 2012 at 08:43 PM The "redundancy" problem applies just as well to the phrase "2/3 vote of the membership" and gives rise to the same ambiguity.Also "majority vote of the membership" has the same difficulty inherent in it. Who else but the members would be (properly) voting? Non-members can't vote no matter how the vote threshold is phrased. Link to comment Share on other sites More sharing options...
Trina Posted March 11, 2012 at 08:43 PM Report Share Posted March 11, 2012 at 08:43 PM Dropping the phrase "of the Executive Board" may not change the voting threshold but it would change who gets to vote on the question since boards only have the powers given to them in the bylaws,It's only being done at a meeting of the board because of words "of the Executive Board" without them it has to be done at meeting the general membership.It may be perfectly clear from context (for example, the section of the bylaws where the phrase is found) that the voting is being done by the Executive Board. This is the kind of detail we don't know about unless we're looking at the bylaws in their entirety. It's an example of why interpretation is up to the members of the organization (not up to us, who are seeing a phrase from the bylaws in isolation). Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.