Bylaws provide for some changes by resolution

[g40]

I know that the organization, ultimately, is responsible for interpreting bylaws, but I wonder if anyone has any opinions or ideas on this. I am a board member and officer of an organization where the board (elected by general members) adopts, amends, etc. the organization bylaws. The requirement for amending the bylaws (as in the bylaws) states that this must be a 2/3 vote of the number of board positions. So, for example, if the board has 9 posiitons (board members), then at least 6 board members must vote in favor of any bylaws amendment. So far, so good.

In several articles and sections of the bylaws, it is stated that the board, by resolution, may do this or that., or may change a certain item in the adopted bylaws (very specific items and very limited).

Here is my puzzle/dilemma - taking the phrase "by resolution" would seem to say that this only need be a normal majority vote of those present and voting (so, for example, if 5 members are present for a quorum of a 9 member board) and such a resolution received 1 vote in favor and none against (4 abstaining), it would pass. That seems "illogical", though, for items addressed in the bylaws. Ideas and thoughts?

[Gary Novosielski]

I know that the organization, ultimately, is responsible for interpreting bylaws, but I wonder if anyone has any opinions or ideas on this.

I have an opinion, but since I am not a member of your organization, my interpretation does not count,.

[JohnR]

A resolution is merely a written motion cast in a certain form. It doesn't imply anything about vote requirements.

[Guest Edgar]

Ideas and thoughts?

Surely you know better than to ask for bylaws interpretation on this forum.

[Rev Ed]

Ideas and thoughts?

I would stick with the 2/3 vote - a resolution is still a motion. But that's just my two cents and I haven't read the entire By-laws.