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A vote was taken. There were 81 people present on the spreadsheet to attend and who did attend. Three of those were guests (nonmembers) who were counted as a "no" in the official calculations. Six people did not want to vote and abstained. The number of actual voters who cast a ballot was 72 out of 81 present. The counted vote tally was 49 yes for revision to 23 no on the first bylaw. The counted vote tally was 50 to 22 on the 2nd bylaw. The results were calculated with a denominator of 81 instead of 72 (the actual votes) to determine a 2/3 majority. The president and parliamentarian calculated the math according to those present despite the fact that they were calculating the nonmembers and abstentions as a "no" vote. I as a member think this is totally wrong.

Now here is our Newcomer bylaw in regard to parliamentary authority.

Article XIII-Parliamentary Authority

The rules contained in Robert's Rules Of Order (Newly Revised) shall govern the Club except where they conflict with the By-Laws or the special rules of the Club.

Now here is the bylaw regarding amendments.

Article XIV-Amendments

The By-Laws may be amended  at any General Luncheon meeting of the Club by a two-thirds wmajority affirmative vote of those present.

 

I am asking you as an expert what is correct in this situation. I see no conflict and there were no special rules of the club. How should this ?

I am disputing the results of the president and parliamentarian and asking the whole board of directors to vote on the validity of the results of the vote calculation.

Thank you for weighing in on this dispute.

Robert's Rules Vote Validity Submission.html

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Best as I can determine from what you provided, there were 78 members present.  The new bylaw amendments require a 2/3 vote of those (members) present.  2/3 of 78 is 52, and neither amendment received that many affirmative votes.  

 

However --- What did the "old" bylaws require as a passing vote?  Was it something other than "two-thirds majority affirmative vote of those present"?  That would have been the required voting margin to adopt the amendments at the time.

Edited by David A Foulkes
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You appear to be asking us to tell you what Article XIV of your bylaws means when it says "The By-Laws may be amended at any General Luncheon meeting of the Club by a two-thirds wmajority [sic] affirmative vote of those present."

 

What do you think it means? Do you think it means that all that is required is an unqualified two-thirds vote (at least two thirds of the votes cast), or do you think it means that what is required is the affirmative vote of two thirds of the members present at the meeting (or something else)?

 

If I had to guess I'd guess that it means two thirds of the members present, but I don't really have enough information to make an educated guess.

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... I don't really have enough information to make an educated guess.

Please note, Marilyn2304@aol.com , that neither does anybody else on the Internet. (Mr Honemann speaks here only for himslef purely out of a self-effacing sense of chivalry and humility, like all us courtly Southern gentlemen.)  That's why RONR's first principle of interpretation (p. 588) says "each society decides for itself the meaning of its bylaws."

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Article XIV-Amendments

The By-Laws may be amended  at any General Luncheon meeting of the Club by a two-thirds wmajority affirmative vote of those present.

 

I am asking you as an expert what is correct in this situation. I see no conflict and there were no special rules of the club. How should this ?

I am disputing the results of the president and parliamentarian and asking the whole board of directors to vote on the validity of the results of the vote calculation.

 

Based on your bylaws, it seems possible that the abstentions may have the same effect as "no" votes, or they may not. The phrase in your bylaws is somewhat ambiguous. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. See also FAQ #6. The idea that the non-members who were present would have any effect on the outcome of the vote is clearly nonsense.

 

I would note, however, that even if it is based on the number of members present and voting, at this time it is too late to correct the error. A Point of Order regarding the incorrect voting threshold being used would have had to be raised at the time. The fact that non-members were included doesn't affect the results (the vote would still fail if those three were excluded), so that also doesn't constitute a continuing breach.

 

Lastly, even if there had been a continuing breach, only the general membership could correct it. The board may not do anything about a vote conducted by the general membership, unless the bylaws provide otherwise.

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