Guest Carol R Posted January 20, 2015 at 08:07 AM Report Share Posted January 20, 2015 at 08:07 AM We are an organization that has branches. Members are required to meet annually. Since not all members can attend to cast a vote they are represented by Reps. Please advise if the following means. If a branch as 420 members and they have 2 reps. Do the two reps have 210 votes each? Excerpt from our bylaws. SECTION 2.3 Member RepresentativesThe Members of each Branch shall elect the following number of individuals to represent them and to vote their membership interests in all annual and special meetings of the Members regarding matters submitted to a general vote of the Members of the Corporation (each a "Member Representative"): Branches with up to 200 adult Members shall be entitled to one (1) Member Representative and Branches with over 201 adult Members shall be entitled to two (2) Member Representatives. In no event shall a Branch be entitled to more than two (2) Member Representatives. SECTION 2.5 Voting of Membership InterestsThe Membership Representatives shall represent the Members of the Branch and vote the membership interests of the Members of their Branch. Each Membership Representative shall cast the number of membership interests equal to the total Members of their Branch divided by the number of Membership Representatives for that Branch. The Membership Representative shall cast all membership interests and may not divide the membership interests he represents. Link to comment Share on other sites More sharing options...
Transpower Posted January 20, 2015 at 01:21 PM Report Share Posted January 20, 2015 at 01:21 PM No, this is not a stock company, but an ordinary society. It's one person, one vote. RONR (11th ed.), p. 407, ll.1-8. Link to comment Share on other sites More sharing options...
Tom Coronite Posted January 20, 2015 at 01:57 PM Report Share Posted January 20, 2015 at 01:57 PM I dunno, that section 2.5 looks like they might have a specific voting rule in the bylaws that supersedes p. 407. Not sure if "cast the number of member interests" is the same as "cast the number of votes" but it doesn't seem as simple as one person, one vote. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 20, 2015 at 02:05 PM Report Share Posted January 20, 2015 at 02:05 PM . . . it doesn't seem as simple as one person, one vote. I agree. Each Membership Representative shall cast the number of membership interests equal to the total Members of their Branch divided by the number of Membership Representatives for that Branch. For example, each representative of a branch with 250 members would cast 125 votes ("interests"?), while the sole representative of a branch with 100 members would cast 100 votes. Though it looks like there will be no representatives for a branch with exactly 201 members (unless the bylaw was transcribed inaccurately). Link to comment Share on other sites More sharing options...
Josh Martin Posted January 20, 2015 at 02:40 PM Report Share Posted January 20, 2015 at 02:40 PM If a branch as 420 members and they have 2 reps. Do the two reps have 210 votes each? Excerpt from our bylaws.It will be up to your organization to interpret its own bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but at first glance, that would appear to be the case.It's one person, one vote. RONR (11th ed.), p. 407, ll.1-8.Not if the bylaws provide otherwise. Link to comment Share on other sites More sharing options...
AFS1970 Posted January 20, 2015 at 09:35 PM Report Share Posted January 20, 2015 at 09:35 PM It appears that they do cast a vote for each member they represent, interestingly since they can not split that vote, larger branches will be able to overpower smaller branches. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 20, 2015 at 09:59 PM Report Share Posted January 20, 2015 at 09:59 PM . . . larger branches will be able to overpower smaller branches. More votes overpower fewer votes. That's democracy for ya. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 21, 2015 at 04:32 AM Report Share Posted January 21, 2015 at 04:32 AM I agree with 1st Church, Edgar and Josh. It's true, as Josh said, that it's up to the organization to interpret its own rule, but my own interpretation is that which the original poster suggested: Each "rep" in this case casts 210 votes. I think that clearly the usual "one person, one vote" principle does not apply here because of the specific bylaw provision on how to cast the votes. Link to comment Share on other sites More sharing options...
Transpower Posted January 21, 2015 at 01:56 PM Report Share Posted January 21, 2015 at 01:56 PM I reread section 2.5. The ambiguity is in the term "membership interests"--this is not necessarily the same as "membership number" although it could certainly be interpreted as such. I do think the bylaws should be rewritten for clarification. Incidentally, RONR states that "one man, one vote" is a fundamental principle of parliamentary law; of course, the bylaws can supersede this, but that is not recommended. Link to comment Share on other sites More sharing options...
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