Guest francie Posted September 21, 2012 at 02:14 PM Report Share Posted September 21, 2012 at 02:14 PM Our non-profit is attempting to amend the bylaws. We currently have 17 directors. The bylaws state the Board may amend the bylaws with a "supermajority". What does that mean? Is that 2/3 of 17 or 2/3 of those who attend the meeting. More specifically, is 2/3 of 17 =11 or does it equal 12 because 2/3 of 17= 11.333. Do you round up or down? Link to comment Share on other sites More sharing options...
Chris Harrison Posted September 21, 2012 at 02:37 PM Report Share Posted September 21, 2012 at 02:37 PM RONR doesn't define a "super-majority" though it would seem to be logical to interpret that to mean that it has to be more than a majority. Not sure why you think that means 2/3 because a super-majority could be anything from more than 1/2+1 to 99.999999999999999999999999999999999999999999999999%. Link to comment Share on other sites More sharing options...
David A Foulkes Posted September 21, 2012 at 02:41 PM Report Share Posted September 21, 2012 at 02:41 PM 99.999999999999999999999999999999999999999999999999%.I think that is referred to as a super-dee-duper majority. I think. Link to comment Share on other sites More sharing options...
Rev Ed Posted September 21, 2012 at 03:14 PM Report Share Posted September 21, 2012 at 03:14 PM RONR does not refer to a "Super Majority" - this would be up to the organization to decide, and perhaps the entire Board should first agree on an amendment process that is appropriate and then amend the By-laws by a unanimous vote first. I'd suggest making a clear statement such as "by 2/3 majority" or "3/4 majority", and followed by "of votes casts", "of members present" or "of the entire membership".Once you do this, then you can proceed with the other amendments.Edited to correct a typo. Link to comment Share on other sites More sharing options...
George Mervosh Posted September 21, 2012 at 03:24 PM Report Share Posted September 21, 2012 at 03:24 PM RONR does not refer to a "Super Majority" - this would be up to the organization to decide, and perhaps the entire Board should first agree on an amendment process that is appropriate and then amend the By-laws by a unanimous vote first. I'd suggest making a clear statement such as "by 2/3 majority" or "3/4 majority", and folloed by "of votes casts", "of members present" or "of the entire membership".Once you do this, then you can proceed with the other amendments.Those are clear statements, Ed? Link to comment Share on other sites More sharing options...
rthib Posted September 21, 2012 at 04:10 PM Report Share Posted September 21, 2012 at 04:10 PM Our non-profit is attempting to amend the bylaws. We currently have 17 directors. The bylaws state the Board may amend the bylaws with a "supermajority". What does that mean? Is that 2/3 of 17 or 2/3 of those who attend the meeting. More specifically, is 2/3 of 17 =11 or does it equal 12 because 2/3 of 17= 11.333. Do you round up or down?There is no rounding in RONR. So you would need 11 1/3 votes.11 is less than 11 1/3 votes so fails.12 is more than 11 1/3 votes so pass. Link to comment Share on other sites More sharing options...
Rev Ed Posted September 21, 2012 at 04:18 PM Report Share Posted September 21, 2012 at 04:18 PM Those are clear statements, Ed?Okay, I corrected me typo - but here a few clear "clear" options:"The By-laws may be amended by the Board of Directors on a ..."1) 2/3 votea) "... by a two-thirds vote of votes cast." "... by a two thirds vote of members present."c) "... by a two thrids vote of the entire Board."2) 3/4 votea) "... by a three-quarters (3/4) vote of votes cast." "... by a three-quarters (3/4) vote of members present."c) "... by a three-quarters (3/4) vote of the entire Board." Link to comment Share on other sites More sharing options...
George Mervosh Posted September 21, 2012 at 04:21 PM Report Share Posted September 21, 2012 at 04:21 PM I'm off to my 2FP meeting to think about those options. Link to comment Share on other sites More sharing options...
jstackpo Posted September 21, 2012 at 04:26 PM Report Share Posted September 21, 2012 at 04:26 PM I don't like ANY of the (un)clear options other than option a), and it isn't any too good either.None of the others follow the clear unambiguous phrasing in RONR, p. 403. Link to comment Share on other sites More sharing options...
Guest Edgar Posted September 21, 2012 at 04:50 PM Report Share Posted September 21, 2012 at 04:50 PM Okay, I corrected me typo . . .I believe "Talk Like a Pirate Day" was two days ago. Link to comment Share on other sites More sharing options...
sMargaret Posted September 21, 2012 at 05:48 PM Report Share Posted September 21, 2012 at 05:48 PM If your bylaws state that they can only be amended with a super majority, you'll need to interpret your bylaws to figure out what the heck is meant by that - there is no one definition of "supermajority".http://en.wikipedia.org/wiki/SupermajorityOh, and when you're amending them, do amend that section as well, OK?There are various principals of bylaw interpretation laid out in RONR. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 21, 2012 at 08:39 PM Report Share Posted September 21, 2012 at 08:39 PM "supermajority". What does that mean?Well, I'll relate a conversation I had with the folks at Arm & Hammer, makers of among other things, a product called "Super Washing Soda". I called them and said I was looking for something that was pure sodium carbonate, i.e., "regular" washing soda, and asked them what other ingredients they added to theirs. They said that their product was 100% sodium carbonate. I asked, "Well, then what makes it "super"?"Well," said the lady, "we like to think that it is very good sodium carbonate.So, maybe a super majority is the same as a regular majority, just a very good one. Link to comment Share on other sites More sharing options...
Trina Posted September 21, 2012 at 09:10 PM Report Share Posted September 21, 2012 at 09:10 PM ...They said that their product was 100% sodium carbonate.I asked, "Well, then what makes it "super"?"Well," said the lady, "we like to think that it is very good sodium carbonate.So, maybe a super majority is the same as a regular majority, just a very good one. :lol:I need a rolling-on-the-floor smiley. Link to comment Share on other sites More sharing options...
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