Two-Thirds ambiguity

[Guest]

I could use advice on how to interpret language on a two-thirds vote. Here is the first relevant passage from RR (4th edition, the one used on this site, Art.VIII 48):  "Two-thirds Vote. A two-thirds vote means two-thirds of the votes cast, ignoring blanks which should never be counted. This must not be confused with a vote of two-thirds of the members present, or two-thirds of the members, terms sometimes used in by-laws." (My emphasis)

Now, here is the relevant passage in our assembly's constitution:  "This Constitution may be amended by a two thirds (2/3) vote of the members in a written ballot..." (My emphasis). 

Because the phrases in both texts are identical, it appears that our constitution mandates a two-thirds vote of the entire membership, even though it's not spelled out. However, in the 9th edition (the only print copy I have), section 43 (p. 399) states, "A prescribed majority of the entire membership....is generally unsatisfactory in the assembly of an ordinary society [we are a faculty forum] since it is likely to be impossible to get a majority of the entire membership even to attend a given meeting." 

That passage makes me think that a reasonable interpretation of our constitution based on RR is that a "two-thirds (2/3) vote of the members" does NOT mean the very high bar of 2/3 of the entire membership but rather 2/3 of the votes cast, which the 11th edition p. 400 (via online RR FAQs) calls "the usual situation." Yet folks here challenge this reading because, again, the language of RR and our document match exactly and appear to call for the higher bar.

Unfortunately, the change at hand involves a very charged issue, so we simply must interpret RR correctly. Your help would be much appreciated!

Tom

[Weldon Merritt]

It is up to your organization to interpret its own bylaws. That said, I believe a very strong argumment exists for interpreting that language to mean two-thirds of the entire membership. If the intent was to just require two-thirds of the votes cast, then the drafters shou;d have stuck with the RONR langauge of "a two thirds vote."

[Joshua Katz]

Agreeing with Mr. Merritt, it is also hard for me to see an argument that it means 2/3 of those voting from the cited passage.  Just because something is generally unsatisfactory doesn't mean you didn't do it.  In fact, the way questions seem unrelated.  Now, if the passage is genuinely ambiguous, this argument may help, but if you think you know what it means, then the fact that it is problematic is of no real use.

[Tom in Maine]

I'm inclined to think you are right, Weldon. As one person here at my college has argued (about the higher bar), it should be hard to amend a constitution. My guess, based on a general sloppiness in language elsewhere in the document, is that the drafters of our constitution did not put much thought into the provision. Most likely, they merely imported boilerplate language from another institution's document. Regardless, it is our law, and I'm not quite comfortable assuming the drafters meant something that is not stated. Thank you for your input. 

[Weldon Merritt]

28 minutes ago, Tom in Maine said:

My guess, based on a general sloppiness in language elsewhere in the document, is that the drafters of our constitution did not put much thought into the provision. Most likely, they merely imported boilerplate language from another institution's document. 

Unfortunately, that seems to be a pretty common occurance. Many of the recuuing problems we see on this forum stem from sloppy drafting. 

[Hieu H. Huynh]

1 hour ago, Guest said:

... (4th edition, the one used on this site, Art.VIII 48)...

By the way, the site containing the 4th edition is maintained by a third party and is unrelated to the site maintained by the Robert's Rules Association, which links to this forum. I would not rely too much on this outdated edition, which is over 100 years old.

[Dan Honemann]

1 hour ago, Guest said:

I could use advice on how to interpret language on a two-thirds vote. Here is the first relevant passage from RR (4th edition, the one used on this site, Art.VIII 48):  "Two-thirds Vote. A two-thirds vote means two-thirds of the votes cast, ignoring blanks which should never be counted. This must not be confused with a vote of two-thirds of the members present, or two-thirds of the members, terms sometimes used in by-laws." (My emphasis)

Now, here is the relevant passage in our assembly's constitution:  "This Constitution may be amended by a two thirds (2/3) vote of the members in a written ballot..." (My emphasis). 

Because the phrases in both texts are identical, it appears that our constitution mandates a two-thirds vote of the entire membership, even though it's not spelled out. However, in the 9th edition (the only print copy I have), section 43 (p. 399) states, "A prescribed majority of the entire membership....is generally unsatisfactory in the assembly of an ordinary society [we are a faculty forum] since it is likely to be impossible to get a majority of the entire membership even to attend a given meeting." 

That passage makes me think that a reasonable interpretation of our constitution based on RR is that a "two-thirds (2/3) vote of the members" does NOT mean the very high bar of 2/3 of the entire membership but rather 2/3 of the votes cast, which the 11th edition p. 400 (via online RR FAQs) calls "the usual situation." Yet folks here challenge this reading because, again, the language of RR and our document match exactly and appear to call for the higher bar.

Unfortunately, the change at hand involves a very charged issue, so we simply must interpret RR correctly. Your help would be much appreciated!

Tom

The phrases are not identical. There is a substantial difference between "a vote of two thirds of ..." and "a two-thirds vote of ...", and it's not just the hyphen. 

[Tom in Maine]

I stand corrected, Daniel!

[Tom in Maine]

1 hour ago, Hieu H. Huynh said:

By the way, the site containing the 4th edition is maintained by a third party and is unrelated to the site maintained by the Robert's Rules Association, which links to this forum. I would not rely too much on this outdated edition, which is over 100 years old.

I see. I've ordered the 11th edition, which arrives Friday. Does anyone here know if the pertinent language in that edition differs from the language I quoted from the 4th edition? I've looked online with no luck. Our assembly meets next week, and members will want to know very soon if the motion needs 2/3 of votes cast or a 2/3 vote of all members, a big difference. 

I didn't know the role of parliamentarian was so filled with drama!

[Gary Novosielski]

I believe a 2/3 vote of the members, where the phrase 2/3 vote is intact, as it was in the excerpt quoted, should be held to mean a vote of 2/3 of those present and voting.  I see it as an ordinary 2/3 vote.  What then, are we to make of the phrase of the members? Is it merely stating the obvious, that the vote takes place among the members?  Perhaps.  

Now, on the other hand, the phrase a vote of 2/3 of the members, though it was not used here, would clearly represent a stated fraction of the members.  It would be nice if it said members present or entire membership, if one of those were intended.   In this particular case, if we look to see how the word members  is qualified, we see the members in a written ballot, which seems to refer, if somewhat clumsily, to those taking part in the balloting, i.e., those present and voting, which only strengthens this point of view that in this case a normal 2/3 vote is called for.

Of course what I believe makes little or no difference, since I am not a member of the organization.

[Weldon Merritt]

In looking back at the quoted language of the provision, and after seeing some of the other responses, i am less sure of my orioginal response. While I still think the langauge is ambiguous, I am now more inclined to agree with Mr. Novosielski. But ultimately, it is up to the organization to interpret its bylaws, and then amend them to remove the ambiguity.

[Richard Brown]

I agree that the language is ambiguous and must be interpreted by the organization.  However, since I know our guest is looking to us for guidance based on our supposed knowledge and experience, I will chime in, too.  I'm inclined to interpret the vote requirement as meaning an ordinary two thirds vote, meaning two thirds of those present and voting. 

I base that on several factors, but primarily the fact that I think the standard definition of a two thirds vote should be given more weight, all things being equal.  In order to deviate from the standard two thirds vote, I believe the higher threshold should be made clear.  I would not say it meets the higher threshold of "the vote of two thirds of the entire membership" as defined on page 403 unless the language more clearly indicates that to be the intent. If the provision used the language "a vote of two thirds of the members" that would be pretty clear.  The wording "a vote of two thirds of the entire membership" would be crystal clear and would remove all doubt..

The following language on page 404 or RONR is also helpful:

"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." 

I don't believe that a vote requirement other than the standard two thirds vote has been precisely defined.

[Shmuel Gerber]

I guess the real question is how many members there are in a written ballot.

[Gary Novosielski]

2 hours ago, Shmuel Gerber said:

I guess the real question is how many members there are in a written ballot.

"Outside of a dog, a book is man's best friend.  Inside of a dog, it's too dark to read."  
                                                                                                                     --Groucho

[Tom in Maine]

Well, thank you all for your generous and informed advice, especially since the kernel of the issue involved interpreting my organization's Constitution, not RR. The consensus here, then, appears to be that our text should be interpreted as meaning 2/3 of votes cast, by written ballot, at a meeting.  

However, I'd like to ask you about the assumption Gary Novosielski makes in the passage below (after "i.e."). Cannot members vote by ballot outside a meeting? Or, to address a request that our organization's president made yesterday, Can we hold a vote without holding a meeting, according to RR? Notice that if the answer is "yes" the interpretation of the 2/3-vote language defaults to 2/3 of the entire membership!

9 hours ago, Gary Novosielski said:

In this particular case, if we look to see how the word members  is qualified, we see the members in a written ballot, which seems to refer, if somewhat clumsily, to those taking part in the balloting, i.e., those present and voting, which only strengthens this point of view that in this case a normal 2/3 vote is called for.

[Tom in Maine]

(Please ignore the faulty logic of my last sentence.)

[Dan Honemann]

I trust you understand that opinions expressed here as to how an ambiguous provision in your organization's Constitution is to be interpreted, particularly when taken completely out of context, should be given very little weight.

In response to your question, the following is found on page 423 of RONR (11th ed.):

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting. An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees."

There's more, but you can read it when you get your book tomorrow.   

[Tom in Maine]

Thank you for this, Daniel. I note that the language is very strong here. I also note that our bylaws do not mention either voting by mail or by proxy. 

I would say we have some housecleaning to do!