Guest Jacob Posted March 9, 2013 at 12:20 PM Report Share Posted March 9, 2013 at 12:20 PM Our organization will be taking the important step of amending our bylaws soon. Can the following bylaws amendment requirement of a "majority vote of [the society]" be interpreted unambiguously?"These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." [emphasis added]For context, the County Committee is the name of the full society these bylaws are for. Should "majority vote of the County Committee" be interpreted as requiring a majority of the entire membership voting in the affirmative at a meeting, or could it just be a simple majority of those present (and voting) as long as a quorum is present? I realize the latter is clearly warned against in RONR as too low a threshold for amending bylaws, but can this wording be interpreted unambiguously as defined by RONR? Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 9, 2013 at 01:14 PM Report Share Posted March 9, 2013 at 01:14 PM I think the proposed language is sufficiently ambiguous to warrant clarification. As you suggest, "a majority vote of the committee" might be interpreted as "the affirmative vote of a majority of the committee" or "a majority vote".55Zd58 Link to comment Share on other sites More sharing options...
Chris Harrison Posted March 9, 2013 at 01:17 PM Report Share Posted March 9, 2013 at 01:17 PM I know how I would interpret that but I can see how a reasonable person could interpret it differently. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 9, 2013 at 04:01 PM Report Share Posted March 9, 2013 at 04:01 PM Our organization will be taking the important step of amending our bylaws soon. Can the following bylaws amendment requirement of a "majority vote of [the society]" be interpreted unambiguously?"These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." [emphasis added]For context, the County Committee is the name of the full society these bylaws are for. Should "majority vote of the County Committee" be interpreted as requiring a majority of the entire membership voting in the affirmative at a meeting, or could it just be a simple majority of those present (and voting) as long as a quorum is present? I realize the latter is clearly warned against in RONR as too low a threshold for amending bylaws, but can this wording be interpreted unambiguously as defined by RONR?No, I do not think it is unambiguous, and either interpretation is reasonable. If you want it to be a majority of the entire membership, you should say "a vote of a majority of the entire membership." If you want it to be a majority of the members present and voting, you may simply say "a majority vote" (although, as noted, this is not recommended). If the County Committee is the name of the full society, it is understood that this is the body you're referring to unless the Bylaws provide otherwise, so it's not necessary to specify that. See RONR, 11th ed., pgs. 400-405 for more information on how RONR words voting thresholds. Link to comment Share on other sites More sharing options...
sMargaret Posted March 9, 2013 at 04:50 PM Report Share Posted March 9, 2013 at 04:50 PM "These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." You may also wish to define how notice in writing is provided - is this by mail? Does email count as by writing (some may argue not)? Does it need to be given to people in person? Is this from the date that a letter is sent, or the latest possible date a letter is received? Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 9, 2013 at 09:12 PM Report Share Posted March 9, 2013 at 09:12 PM , , , or the latest possible date a letter is received?One would hope not. All the secretary can do is ensure that the notice was sent on time. Link to comment Share on other sites More sharing options...
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