Voting , Quorum, and Election

[Guest Richard]

We had an election in which there are 21 members and according to our bylaws (excerpt below) you need the affrimative vote of a majority of the Members present at a meeting at which a quorum is present to constitute the acot of the member. The way I see it that means that the minimum votes CASTS should be 11? Right? and 6 out of the 11 constitutes the "winner". What if only 10 votes were cast, then that is not what the bylaws would call for. Do we have another election?

1.1 Voting. The affirmative vote of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members, except as may be otherwise specifically provided by law, the corporation’s Certificate of Formation, or these Bylaws. A Member may vote in person or by proxy duly appointed. Unless the Board of Directors, or other body having equivalent authority, of a non-individual Member entitled to vote has designated a different person to exercise the Member’s voting right, the president of such member, or a person who is designated in a written instrument executed by such president and delivered to the corporation, to the attention of the secretary of the corporation, shall be entitled to exercise the voting right on behalf of such Member; in connection with the foregoing, the corporation shall be entitled to rely on any written instrument received by it purporting to be executed by the president or other designated person of a Member.

[George Mervosh]

1.1 Voting. The affirmative vote of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members, except as may be otherwise specifically provided by law, the corporation’s Certificate of Formation, or these Bylaws. A Member may vote in person or by proxy duly appointed. Unless the Board of Directors, or other body having equivalent authority, of a non-individual Member entitled to vote has designated a different person to exercise the Member’s voting right, the president of such member, or a person who is designated in a written instrument executed by such president and delivered to the corporation, to the attention of the secretary of the corporation, shall be entitled to exercise the voting right on behalf of such Member; in connection with the foregoing, the corporation shall be entitled to rely on any written instrument received by it purporting to be executed by the president or other designated person of a Member.

We understand your confusion.

[JohnR]

No, I don't interpret your bylaw that way. It requires a number of "ayes" greater than half the number of members present at the meeting. With 21 members present, a candidate needs 11 or more votes to be elected, regardless of the total number of votes cast. If no candidate receives the required vote, the vote must repeated until one does.

See also FAQ #6.

[Guest Edgar]

1.1 "The affirmative vote of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members."

The way I see it that means that the minimum votes CASTS should be 11? Right?

Wrong. You ignored the word "affirmative". In other words, I agree with John R. (above).

As for how proxies affect this requirement (since votes cast by proxy are not cast by members present), you're on your own.

[David A Foulkes]

We had an election in which there are 21 members .......

Did you actually have 21 members present? (And by present, I of course mean in the room at the time the election voting was taking place.)

[Guest Guest]

there were 11 members present, and two voted by email, not everyone present voted. so the total number of casts votes was 10-- is that enough? or should it have been 11 for the election

[Guest Edgar]

there were 11 members present, and two voted by email, not everyone present voted. so the total number of casts votes was 10-- is that enough? or should it have been 11 for the election

It (probably) should have been an affirmative vote of a majority of the members present (as your bylaws appear to require). If eleven members were present you'd need at least six "yes" votes.

As for voting by e-mail, I'd be inclined to say that's prohibited (since your rules seem to authorize voting by proxy). In other words, this keeps getting messier.

[Guest Guest]

If eleven members were present and two voted by email, the total number of votes CAST were 10-- so is that considered a majority? It seems that the affirmative of a majority would be 6 out of 11. there were not 11 votes cast.

[Guest Edgar]

If eleven members were present and two voted by email, the total number of votes CAST were 10-- so is that considered a majority? It seems that the affirmative of a majority would be 6 out of 11. there were not 11 votes cast.

You keep referring to a majority of the votes cast but your bylaws refer to the affirmative vote of a majority of the members present (i.e. regardless of the number of votes cast).

And what about those e-mail votes?

[David A Foulkes]

Your bylaws state that

The affirmative vote of a majority of the Members present at a meeting ... shall be the act of the Members, except as may be otherwise specifically provided by... these Bylaws.

The exception, as provided by your bylaws is that

A Member may vote in person or by proxy duly appointed.

which seems to contradict the first part of Section 1.1, or at the very least throw a hiccup into it.

The restriction here on this forum (which deals with Robert's Rules) against interpreting bylaws notwithstanding, I think it's fair to say that you (or more accurately, your organization) will have to determine for itself where this situation stands. RONR will tell you proxy voting is not allowed unless the bylaws authorize it, and the details of handling such voting need to be worked out as well. RONR will offer you little to no assistance in this regard.

[Guest Guest]

The email votes are two, so the total number of votes cast are 10 (eight present plus 2 by email). Do you need a certain number of votes cast? if it is regardless of number of votes cast, then 5 people could vote (assuming a quorum ) and all you need is 3 votes to win an election. The way I am reading it is seems that a majority of the members would be 11.

[David A Foulkes]

What does "a majority of the members present" mean to you, in light of having 11 members present?

[Guest Guest]

It would look like 6 should vote, out of the 11 present. So does this mean you don't need a number of votes cast to have an election?

[Guest Edgar]

The email votes are two, so the total number of votes cast are 10 (eight present plus 2 by email).

But only the members present count (as per your bylaws). In post #8 you said 11 members were present. Now you say eight members were present.

What part of "present" don't you understand?

Maybe Mr. Mervosh understands your confusion but I'm afraid I don't. At this point I don't even understand my confusion.

[George Mervosh]

Maybe Mr. Mervosh understands your confusion but I'm afraid I don't. At this point I don't even understand my confusion.

Horrible bylaw wording doesn't confuse you, Mr. Mt?...You guys can play Sherlock Holmes all day but our guest will never have a definitive answer.

[Guest Edgar]

Horrible bylaw wording doesn't confuse you, Mr. Mt?

Indeed it does. I think I was just playing on your "understanding" of the confusion. Actually, I think I'm just getting punch drunk. Which is not the good kind. I'm outta here.

[David A Foulkes]

[Guest Guest]

Sorry, There were 11 present, ( according to our bylaws, there is no distinction between voting and non voting members) AFTER the election took place, we received an email stating that three memebers present were not voting members. This was the first time we heard about it.

So we had 11 members present ( 8 voting members) and Two members voted on email.

So I guess the majority of members present ( since the bylaws don't make a disntinction between voting and non voting woudl be 6 votes to be cast out of the 11 members present-- we had 8 votes cast at the meeting physically and two on line) . So my question is in order to have an election, do you need at least a majority 11of the members ) o just a majority of the members present? Which would mean only 6 needed to even vote to have an election?

[JohnR]

Nonvoting members—it gets even more complicated.

Richard, we cannot help you any further. Your bylaws go beyond the rules in RONR. Your organization will have to decide these questions for itself.

[sMargaret]

according to our bylaws, there is no distinction between voting and non voting members

Surely, there must be some distinction between voting and non-voting members - such as the ability to vote?

At any rate, please read RONR, pages 588 to 591, principles of interpretation of bylaws. I will note that it says "the ambiguous or doubtful expression should be amended as soon as possible".

I will also note that there is a difference between a proxy vote and a vote by email, and your bylaws must provide the rules for both of these - if not specifically addressed in your bylaws, RONR does not allow it.

You may wish to hire a parliamentarian to consult specifically with your organization.

[Guest Guest]

Thank you all. I will read up on RONR. I appreciate all your input.

[Gary Novosielski]

(since votes cast by proxy are not cast by members present)

But aren't they?

It seems to me that proxy votes are votes cast by members present on behalf of members absent.

[JohnR]

But aren't they?

It seems to me that proxy votes are votes cast by members present on behalf of members absent.

"Well honey ain't no way in the world could we be satisfied."

- Muddy Waters

[sMargaret]

But aren't they?

It seems to me that proxy votes are votes cast by members present on behalf of members absent.

Presumably, there must be some reason for the word "present" appearing, especially in a bylaw that in the next sentence states "A Member may vote in person or by proxy duly appointed". Also, presumably, there should be more wording in the poster's bylaws about rules around proxy voting (such as that it's being done by email?).

I suspect that the word present is in there in error, however. As an exercise for thought, suppose that one person in the membership holds the proxies for 20 other members, and at the meeting three people in total show up - one with 21 votes, and two with the traditional one vote each. The proxy holder casts all votes in favour, the other two cast against the motion. "The affirmative vote of a majority of the Members present at a meeting at which a quorum is present" - if we interpret it as a vote of the members present, the motion fails. This renders absurd the very next sentence, which states that members may vote by proxy, and therefore, according to principle of interpretation #2 (RONR, page 589), the true meaning must be more akin to "a majority of the votes cast".

My two cents.

[Gary c Tesser]

This was all a waste after GMIII's post 2, Guest Edgar's making the point in post 16, except for DAF's signal in post 17, and of course anything sMargaret ever has to say.