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Bylaw interpretation


Guest Curious
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Bylaws read, "Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization..."

Is it reasonable and correct for the parliamentarian to interpret this to mean that 2/3 of the Exec Committee and 2/3 of the organization must be present to vote, and if the voting results in a majority, then the officer is removed?

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22 hours ago, Guest Curious said:

Bylaws read, "Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization..."

Is it reasonable and correct for the parliamentarian to interpret this to mean that 2/3 of the Exec Committee and 2/3 of the organization must be present to vote, and if the voting results in a majority, then the officer is removed?

I don't think that's a correct reading at all.  I would read that to mean:

...can be removed from office by a 2/3 vote in a properly called meeting of the Executive Committee at which a quorum is present, followed by a 2/3 vote in a properly called meeting of the organization at which a quorum is present" 

But that's certainly not a complete quote, and I'm not a member of your organization, so it's up to you to read and interpret your own bylaws.

But how someone who claims to be a parliamentarian can say that a 2/3 vote really means a majority vote is beyond me.

P.S.  And in case your parliamentarian doesn't know it, a 2/3 vote means at least 2/3 of those present and voting (i.e., votes actually cast).  To pass a 2/3 vote, there must be at least twice as many Yes votes as No votes, and abstentions do not count at all.

Edited by Gary Novosielski
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10 minutes ago, SaintCad said:

Of course it could also mean 2/3 of the entire board viz. if 12 member board it needs 8 votes in the affirmative.

It could, if it had said so, but what it said was 2/3 vote of..., and not vote of 2/3 of....

When I see 2/3 right next to vote, I generally presume that to mean a 2/3 vote, unless the word entire or whole appears somewhere in the neighborhood.

Sometimes that can get a little questionable when the of such-and-so body doesn't appear to add anything.  But in this case I think it's clear that what's meant is a 2/3 vote, and that it must occur in each of two different bodies.

Standard disclaimer regarding my non-membership applies.

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  • 1 year later...
On 9/27/2017 at 9:07 PM, Hieu H. Huynh said:

Ultimately it is up to the organization to interpret its bylaws.

Only if there is an ambiguity to be interpreted. In this case it is very clear what a 2/3 vote means. The parliamentarian's opinion is not reasonable in this case.

Similarly, if the bylaws say that elections will be held at the April meeting, the assembly is not free to "interpret" that to mean any meeting in the spring.

"When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws" (RONR 11th ed, p. 588, ll. 26-28)

Edited by Atul Kapur
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I concur with those who have stated that the bylaw provision is not ambiguous and that an ordinary two-thirds vote of the members of the executive committee present and voting and a two-thirds vote of the general membership present and voting is what is required to remove an officer. I see nothing that even hints that the vote requirement should be based on either the members present or the total membership of either the executive committee or the membership.

Edited to add: I do not at all agree with the interpretation of the organization's parliamentarian as stated by the original poster in the original post.

Edited by Richard Brown
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On 9/30/2017 at 1:19 PM, Gary Novosielski said:

Sometimes that can get a little questionable when the of such-and-so body doesn't appear to add anything.  But in this case I think it's clear that what's meant is a 2/3 vote, and that it must occur in each of two different bodies.

Granted, the "2/3 vote" interpretation of the phrase "a 2/3 vote of the members present" was most likely the intent of the authors of the bylaws, NOT the "vote of 2/3 of the members present:" interpretation. But it isn't 100% sure in the light of RONR page 589, lines 34ff (which spill over to the next page).

Although the additional "of such-and-so body" indeed doesn't appear to add anything (because who else could be voting but the members present), appearances can be deceiving.  The cited text from page 589  asserts that it does "add something" and it behooves us to figure out just what is added.  The only logical thing would be to cause the "vote of 2/3 of the members present" interpretation to be the correct one.

Because of the ambiguity, it is really worthwhile getting the words in the bylaws to confirm to one of the two standard wordings on page 403:

Either "a 2/3 vote" (or "a 2/3 vote of the members present and voting")  OR  "a vote of 2/3 of the members present" should be the phrase placed in the bylaws, NOT the potentially confusing "a 2/3 vote of the members present".  The association can amend the bylaws to do the job right, once it figures which interpretation is really wants.

 

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22 hours ago, Atul Kapur said:

Only if there is an ambiguity to be interpreted. In this case it is very clear what a 2/3 vote means. The parliamentarian's opinion is not reasonable in this case.

I think there is some ambiguity in a rule that states “Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization.” It seems to me that it is ambiguous whether this rule means that a 2/3 vote of those present and voting is required, or if a 2/3 vote of the entire membership is required. While I personally agree that the former interpretation is more reasonable, I do not think the latter interpretation is unreasonable.

I agree, however, that the interpretation that this rule means that “2/3 of the Exec Committee and 2/3 of the organization must be present to vote, and if the voting results in a majority, then the officer is removed” is not reasonable.

17 hours ago, jstackpo said:

Although the additional "of such-and-so body" indeed doesn't appear to add anything (because who else could be voting but the members present), appearances can be deceiving.  The cited text from page 589  asserts that it does "add something" and it behooves us to figure out just what is added.  The only logical thing would be to cause the "vote of 2/3 of the members present" interpretation to be the correct one.

Since the word “present” does not appear anywhere in the cited rule, I do not think this is logical. If anything, the added words would suggest that a 2/3 vote of the entire membership is required.

The phrase may, however, add something else - indicating what body is voting. In this case, it may be that the cited language is merely intended to indicate that the executive board and the membership must vote on this matter, and is not intended to qualify the meaning of the 2/3 vote.

Edited by Josh Martin
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I cannot recall an example of this forum ever generally agreeing that the phrase "2/3 vote" could mean "vote of 2/3 of the entire membership". Rather, it has consistently said that a "2/3 vote" (or a "majority vote") refers to members present and voting.

I remain open to being corrected, but we've often recommends this exact term to avoid confusion.

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I agree with Dr. Kapur. I disagree with Mr. Martin's assertion that there is an ambiguity.

We all know... or should know... what a "majority vote" and "two thirds vote" are. RONR is pretty clear about it. 

In this case  the addition of the words "of the executive committee and the organization" are simply identifying the two bodies which.must both approve the removal. Note that the rule quoted in the original post says nothing about "members present". It simply names the two bodies which are to vote on the issue. There is no ambiguity. 

Edited by Richard Brown
Edited first paragraph
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I agree with Josh Martin when he says that there is some ambiguity in a rule that states that an “Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization ….", particularly when it appears that only a portion of the rule has been provided (and perhaps paraphrased, even although in quotes), and when we are told that the parliamentarian interprets it as meaning that two-thirds of the Exec Committee and two-thirds of the organization must be present to vote, indicating that he or she believes, for some reason or other, that the requirement for adoption is a vote of two-thirds of the entire membership of each of these entities. 

I find the last phrase of the initial post, which indicates that the parliamentarian also opines that "if the voting results in a majority, then the officer is removed" so far out in left field that most likely something has been misstated.  

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Guest Who's Coming to Dinner

The situation is ambiguous, but I agree Mr. Brown et al. that, taken in isolation, the phrase "2/3 vote of the Executive Committee and the organization" specifies ordinary two-thirds votes. The fact that the eligible voting bodies are mentioned does not impute any other requirement in my mind.

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On 10/30/2018 at 5:49 AM, Richard Brown said:

I agree with Dr. Kapur. I disagree with Mr. Martin's assertion that there is an ambiguity.

We all know... or should know... what a "majority vote" and "two thirds vote" are. RONR is pretty clear about it. 

In this case  the addition of the words "of the executive committee and the organization" are simply identifying the two bodies which.must both approve the removal. Note that the rule quoted in the original post says nothing about "members present". It simply names the two bodies which are to vote on the issue. There is no ambiguity. 

I agree. We've seen many examples of wording that could truly be called ambiguous, but this doesn't strike me as one of them.

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