2/3 vote of all members - required

[Guest Ann Stoetzer]

Our club has 2 groups 1 meets on Tues. the other Sat..  We have a total of 24 members.  Our bylaws state to change them we need 2/3's of the members to vote on any changes.  All members were sent a copy of the proposed changes.  At the Tuesday meeting all Articles except 1 were approved by a 14 yes and 1 abstained.  The one received 11 yes, 2 no and 1 abstained.  At the Saturday meeting they had 9 members (2 had been to the Tuesday meeting and voted) so that left 7 to vote.  They all decided that they were not going to vote and any Article but Article 1 which all 7 voted yes.  So with their 7 and our 14 Article 1 passed. 

My question is since 8 abstained and 2 members did not attended either meeting how do we stand on the balance of the Articles?

Appreciate any assistance on this situation so we may get it, since we have been going round and round for over a year on these changes.

Ann Stoetzer

 

 

[jstackpo]

 We have a total of 24 members.  Our bylaws state to change them we need 2/3's of the members to vote on any changes. 

 

Please quote the exact words of this rule from your bylaws and then perhaps we can help.  The precise language can make a big difference.

[Guest Guest]

Our current bylaws state:  "These bylaws may be amended at any regular meeting by a two-thirds vote of the total membership, after all members have received a copy of the suggested bylaw change(s) presented through the elected officers."

 

Hope this helps.

 

[Josh Martin]

Our club has 2 groups 1 meets on Tues. the other Sat.. We have a total of 24 members. Our bylaws state to change them we need 2/3's of the members to vote on any changes. All members were sent a copy of the proposed changes. At the Tuesday meeting all Articles except 1 were approved by a 14 yes and 1 abstained. The one received 11 yes, 2 no and 1 abstained. At the Saturday meeting they had 9 members (2 had been to the Tuesday meeting and voted) so that left 7 to vote. They all decided that they were not going to vote and any Article but Article 1 which all 7 voted yes. So with their 7 and our 14 Article 1 passed.

My question is since 8 abstained and 2 members did not attended either meeting how do we stand on the balance of the Articles?

Appreciate any assistance on this situation so we may get it, since we have been going round and round for over a year on these changes.

For starters, voting on individual articles is a terrible idea. It's a bit late to fix that, but you can do it right next time. When a revision is considered, each article is opened to discussion and amendment separately, but when all is said and done, a single vote is taken on the revision as a whole.

Based on the wording of your bylaws, which require a 2/3 vote of the total membership, it seems to me that only the amended Article I should have been adopted, since 21 is more than 2/3 of 28, but 14 is less than 2/3 of 28. It is, however, too late to raise a Point of Order about this issue now. Someone could have raised a Point of Order at the time, but now the declaration of the chair stands.

[Guest Guest]

Even though there were a total of 8 people who abstained from voting.  We can do nothing about that; except possibly vote again on the whole bylaw as proposed and sent out to all members. 

[Josh Martin]

Even though there were a total of 8 people who abstained from voting. We can do nothing about that; except possibly vote again on the whole bylaw as proposed and sent out to all members.

You don't need to do anything about anything. I just told you that the declaration of the chair stands.

[Guest Guest]

Thanks for your help.

[Dan Honemann]

As best I can determine, there was no meeting at which two-thirds of the members were in attendance, and no indication that the chair has made any declaration concerning the result of a vote.

[Hieu H. Huynh]

It appears that this club has two separate assemblies deciding on the same item of business in two separate meetings. I would think that this club would have to have detailed rules on conducting business in such a specialized setting.

[Dan Honemann]

It appears that this club has two separate assemblies deciding on the same item of business in two separate meetings. I would think that this club would have to have detailed rules on conducting business in such a specialized setting.

 

Yes, this seems to be the case, although we are told that the bylaws provide that:  "These bylaws may be amended at any regular meeting by a two-thirds vote of the total membership ... " (emphasis supplied).

[Richard Brown]

Our current bylaws state:  "These bylaws may be amended at any regular meeting by a two-thirds vote of the total membership, after all members have received a copy of the suggested bylaw change(s) presented through the elected officers."

Am I the only one who is not convinced that the quoted language is equivalent to "A vote of two thirds of the entire membership" as defined on page 403 and that it might instead be equivalent to the standard "A two thirds vote"?   

 

Adding the words "of the membership" or even "of the total membership" could mean simply that it is the membership, not the board, that must approve bylaw changes.

 

The quoted bylaw provision uses non-standard language and therefore strikes me as something that this organization itself must interpret.  I'm inclined to interpret the quoted provision as being more closely equivalent to the ordinary "A two thirds vote".  I don't see the use of the phrase "two thirds vote of the total membership" as conclusively making it equivalent to "a vote of two thirds of the entire membership". 

 

When RONR refers to a requirement that two thirds of all of the members of a society must vote in favor of a question, it changes the order of the words from "a two thirds vote of..." to "a vote of two thirds of..."     But, the language in the bylaw provision we are looking at uses the words "a two thirds vote of...".    RONR p. 403.

 

RONR goes on to say on page 404 starting on line 20 that "Whenever it is desired that the basis for decision be other than a majority vote or (where the normal rules of parliamentary law require it) a two-thirds vote or a vote of a majority of the entire membership, the desired basis should be precisely defined in the bylaws or in a special rule of order."

 

It seems to me that in order for a rule or bylaw provision to change the requirement from the standard two thirds vote to "a vote of two thirds of the entire membership", it must use language clearly setting out the different standard.  I don't believe the quoted bylaw language here clearly does so. 

 

Because of the use of non-standard language, I believe it is up to this organization do determine for itself what the quoted bylaw language means.   I personally don't think it is at all clear what the vote requirement is.

[Dan Honemann]

Am I the only one who is not convinced that the quoted language is equivalent to "A vote of two thirds of the entire membership" as defined on page 403 and that it might instead be equivalent to the standard "A two thirds vote"?   

 

 

No, you're not the only one. It's just that there are so many other things to puzzle over that we haven't gotten to that yet.

[Gary Novosielski]

Am I the only one who is not convinced that the quoted language is equivalent to "A vote of two thirds of the entire membership" as defined on page 403 and that it might instead be equivalent to the standard "A two thirds vote"?   

 

Adding the words "of the membership" or even "of the total membership" could mean simply that it is the membership, not the board, that must approve bylaw changes.

 

The quoted bylaw provision uses non-standard language and therefore strikes me as something that this organization itself must interpret.  I'm inclined to interpret the quoted provision as being more closely equivalent to the ordinary "A two thirds vote".  I don't see the use of the phrase "two thirds vote of the total membership" as conclusively making it equivalent to "a vote of two thirds of the entire membership". 

 

When RONR refers to a requirement that two thirds of all of the members of a society must vote in favor of a question, it changes the order of the words from "a two thirds vote of..." to "a vote of two thirds of..."     But, the language in the bylaw provision we are looking at uses the words "a two thirds vote of...".    RONR p. 403.

 

RONR goes on to say on page 404 starting on line 20 that "Whenever it is desired that the basis for decision be other than a majority vote or (where the normal rules of parliamentary law require it) a two-thirds vote or a vote of a majority of the entire membership, the desired basis should be precisely defined in the bylaws or in a special rule of order."

 

It seems to me that in order for a rule or bylaw provision to change the requirement from the standard two thirds vote to "a vote of two thirds of the entire membership", it must use language clearly setting out the different standard.  I don't believe the quoted bylaw language here clearly does so. 

 

Because of the use of non-standard language, I believe it is up to this organization do determine for itself what the quoted bylaw language means.   I personally don't think it is at all clear what the vote requirement is.

 

You're not the only one who notes that it's poorly defined, and I would normally say that the phrase "a 2/3 vote of the membership" means a 2/3 vote at a meeting of the membership.  But the inclusion of the word "total" (presumably for some reason) makes that interpretation shakier.

[jstackpo]

You're not the only one who notes that it's poorly defined, and I would normally say that the phrase "a 2/3 vote of the membership" means a 2/3 vote at a meeting of the membership.  But the inclusion of the word "total" (presumably for some reason) makes that interpretation shakier.

 

Lotta shakin' goin' on:

 

RONR, p. 589-90 sez: There is a presumption that nothing has been placed in the bylaws without some reason for it.

The only "reason" I can come up with (for the inclusion of "of the membership")  is to qualify the "2/3 vote" phrase to mean "a vote of 2/3 of the members present".    Otherwise you have a totally redundant phrase saying, in effect, "a 2/3 vote of the voters".   But who else could vote other than the member present?  And there is certainly no (good) reason to say that.

[Edgar Guest]

RONR, p. 589-90 sez: There is a presumption that nothing has been placed in the bylaws without some reason for it.

 

Unfortunately, reality suggests otherwise.

[Shmuel Gerber]

Unfortunately, reality suggests otherwise.

 

It doesn't matter what the reality is; when interpreting bylaws, there is a presumption that nothing has been placed in the bylaws without some reason for it.

[Edgar Guest]

It doesn't matter what the reality is . . . 

 

Spoken like a true parliamentarian.