grj Posted August 2, 2016 at 11:05 AM Report Share Posted August 2, 2016 at 11:05 AM 1. Our BOD is a 7 member Board. How many votes would it take if requires a 2/3 majority vote of the members? 4 or 5? 2. If the amendment is passed with 4 out of 7 and the meeting adjourned. Can an amendment with be rescinded so that it can be changed or voted on again? Thanks, grj Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 2, 2016 at 11:55 AM Report Share Posted August 2, 2016 at 11:55 AM 33 minutes ago, grj said: 1. Our BOD is a 7 member Board. How many votes would it take if requires a 2/3 majority vote of the members? 4 or 5? If your rule actually requires a vote of two-thirds of the entire membership of your board, then 5 affirmative votes are required for adoption. 33 minutes ago, grj said: 2. If the amendment is passed with 4 out of 7 and the meeting adjourned. Can an amendment with be rescinded so that it can be changed or voted on again? If the motion was declared adopted, and no objection (point of order) was raised at the time, it's too late to complain about it now. The amendment to the bylaws has been adopted, and the adoption of another motion to amend the bylaws will be required to change them in any way. This assumes that at least five board members were present at the meeting at which this bylaw amendment was declared to be adopted. Link to comment Share on other sites More sharing options...
grj Posted August 2, 2016 at 01:34 PM Author Report Share Posted August 2, 2016 at 01:34 PM Thank you! If at the time there were 7 present (our whole Board) and 4 voted yes with 3 voting No. There are no by laws. Only a Constitution. This is a proposed change to the Constitution which requires a 2/3 of the BOD vote to pass. Link to comment Share on other sites More sharing options...
George Mervosh Posted August 2, 2016 at 01:56 PM Report Share Posted August 2, 2016 at 01:56 PM 21 minutes ago, grj said: Thank you! If at the time there were 7 present (our whole Board) and 4 voted yes with 3 voting No. There are no by laws. Only a Constitution. This is a proposed change to the Constitution which requires a 2/3 of the BOD vote to pass. It's too late now to do anything about the incorrect declaration of the result. The announced result stands. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 2, 2016 at 02:03 PM Report Share Posted August 2, 2016 at 02:03 PM 29 minutes ago, grj said: Thank you! If at the time there were 7 present (our whole Board) and 4 voted yes with 3 voting No. There are no by laws. Only a Constitution. This is a proposed change to the Constitution which requires a 2/3 of the BOD vote to pass. Well, as has been noted, if the amendment was declared to have been adopted and no point of order was raised at the time, the amendment has been adopted. This is so even although 5 affirmative votes were required for adoption. Points of order with respect to this sort of violation must be raised promptly at the time when the breach occurs. Although I don't expect that it will make any difference, it might help if you quote exactly what your Constitution says is required for its amendment. Link to comment Share on other sites More sharing options...
grj Posted August 3, 2016 at 04:26 PM Author Report Share Posted August 3, 2016 at 04:26 PM Thank you! If at the time there were 7 present (our whole Board) and 4 voted yes with 3 voting No. There are no by laws. Only a Constitution. This is a proposed change to the Constitution which requires a 2/3 of the BOD vote to pass. Thank you and will do. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted August 3, 2016 at 06:08 PM Report Share Posted August 3, 2016 at 06:08 PM 1 hour ago, grj said: . . . which requires a 2/3 of the BOD vote to pass. The exact wording will make a difference in interpretation. Example: • 2/3 of the board membership • 2/3 of the board members present • 2/3 of the board members present and voting . . . are all different thresholds. Thus the need to know what kind of "two-thirds" your rule is demanding. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 3, 2016 at 07:00 PM Report Share Posted August 3, 2016 at 07:00 PM 36 minutes ago, Kim Goldsworthy said: The exact wording will make a difference in interpretation. Example: • 2/3 of the board membership • 2/3 of the board members present • 2/3 of the board members present and voting . . . are all different thresholds. Thus the need to know what kind of "two-thirds" your rule is demanding. Although, as I had previously indicated, I do think it may be helpful to know exactly what this Constitution says is required for its amendment, if all board members are present and voting the number of affirmative votes needed for adoption is the same in all three instances (in this case, 5). Makes life a lot easier. Link to comment Share on other sites More sharing options...
grj Posted August 25, 2016 at 04:20 PM Author Report Share Posted August 25, 2016 at 04:20 PM Thank you! Simply states " Any proposals originating with the Board shall have the concurrence of two-thirds (2/3) majority vote of the of the Board of Directors". To rescind the motion does it have to come from the yes voters or the no voters? Coming to a head next Monday. Gary Link to comment Share on other sites More sharing options...
Richard Brown Posted August 25, 2016 at 07:21 PM Report Share Posted August 25, 2016 at 07:21 PM 3 hours ago, grj said: Thank you! Simply states " Any proposals originating with the Board shall have the concurrence of two-thirds (2/3) majority vote of the of the Board of Directors". That phraseology indicates that the vote requirement is for a vote of two thirds of those members present and voting, not necessarily of the entire board. 3 hours ago, grj said: To rescind the motion does it have to come from the yes voters or the no voters? If you are talking about a motion to rescind something previously adopted, that motion can be moved by any member regardless of how he or she voted initially and without regard to whether he or she was even present at the meeting at which the motion was originally adopted. It is the motion to reconsider, not the motion to rescind something previously adopted, that has the requirement that the movant voted on the prevailing side. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 25, 2016 at 07:58 PM Report Share Posted August 25, 2016 at 07:58 PM On 8/2/2016 at 10:03 AM, Daniel H. Honemann said: Although I don't expect that it will make any difference, it might help if you quote exactly what your Constitution says is required for its amendment. 3 hours ago, grj said: Thank you! Simply states " Any proposals originating with the Board shall have the concurrence of two-thirds (2/3) majority vote of the of the Board of Directors". To rescind the motion does it have to come from the yes voters or the no voters? Coming to a head next Monday. Gary Are you sure this is all that your Constitution says about what is required to amend it? What does this question about rescinding a motion have to do with amending your Constitution? Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted August 25, 2016 at 10:42 PM Report Share Posted August 25, 2016 at 10:42 PM On 8/2/2016 at 4:05 AM, grj said: 2. If the amendment is passed with 4 out of 7 and the meeting adjourned, Q. Can an amendment with be rescinded so that it can be changed or voted on again? In other words: >> If the amendment to our Constitution is adopted with 4 affirmative votes out of 7 total votes cast (4-3 or 57%), then >> Can an amendment to our Constitution be rescinded, so that the amendment can be changed or voted on again? >> This is a proposed change to the Constitution which requires a 2/3 of the BOD vote to pass. >> ( method of amendment is) - "Any proposals originating with the Board shall have the concurrence of two-thirds (2/3) majority vote of the of the Board of Directors". *** Is that right? Q. After a 57% vote (which had actually required a 67% vote for adoption), you now wish to rescind ("changed or voted on again") that which was adopted (by 57% vote)? Link to comment Share on other sites More sharing options...
grj Posted August 26, 2016 at 11:45 AM Author Report Share Posted August 26, 2016 at 11:45 AM Thank you! Simply states " Any proposals originating with the Board shall have the concurrence of two-thirds (2/3) majority vote of the of the Board of Directors". To rescind the motion does it have to come from the yes voters or the no voters? Coming to a head next Monday. Gary Ok. I think we will be ok. The motion that passed is flawed and caused ramifications that will not work. We never voted to send it or the rest of the clarificatons to our membership for a majority vote acceptance. So it must be rescinded before an adjusted motion can be resubmitted. Our Secretary thinks it can be tweaked and voted on again. It will need 5 votes to rescind and then the new motion submitted. That and the rescinding of the motion will need 5 votes and another 5 votes for the new motion. That will not happen so it will revert to what it was before the initial motion. I think I have it correct. Thanks to all. Gary Link to comment Share on other sites More sharing options...
g40 Posted August 26, 2016 at 01:21 PM Report Share Posted August 26, 2016 at 01:21 PM Maybe a math lesson on calculating 2/3 of 7 would be worthwhile. Link to comment Share on other sites More sharing options...
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