Simple Majority to require two-thirds vote

[LIH]

A few years ago our organization voted to establish a series of special funds for specific purposes. They all require a vote of the membership to use those monies for a purpose different from the purpose for which they were designated.

 

At the same time we voted that two of these funds should require a two-thirds majority to withdraw or reallocate funds for any purpose. It was specified in the adopted Standards and Practices that day that an amendment to the bylaws would be required. In the years since, the bylaws have not been amended.

 

Our bylaws state: The latest edition of “Robert’s Rules of Order” shall be used as a guide for the conduct of all Church business meetings, except in those cases where such rules conflict with these Bylaws. And that amending the bylaws requires lots of prior notifications and “two-thirds majority of votes cast.”

 

So, can a motion requiring a two-thirds vote for a specific action of the membership be approved by a simple majority? If the chair wished to enforce the two-thirds requirement, could a special rule be established?

Thanks in advance for your kind assistance.

[Josh Martin]

28 minutes ago, LIH said:

So, can a motion requiring a two-thirds vote for a specific action of the membership be approved by a simple majority?

No, a majority vote is not sufficient to adopt a rule of this nature.

28 minutes ago, LIH said:

If the chair wished to enforce the two-thirds requirement, could a special rule be established?

Yes. A special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership. Previous notice may be given orally at the previous meeting (if the next meeting is within a quarterly interval) or by including the notice in the call of the meeting.

Edited April 12, 2018 at 05:47 PM by Josh Martin

[LIH]

Thanks!

[LIH]

Kindly review proposed motions:

Motion for a Special Rule of Order:

The Congregation has the authority to reallocate or expend the annual total dividend, interest or fair market value of asset growth, if any, of Endowment Fund by a two-thirds majority of the votes cast at a Church Business Meeting.

Motion for a Special Rule of Order:

The Congregation has the authority, in the event of extraordinary circumstances or financial events or catastrophic costs, to reallocate or expend the Endowment Fund (principal and  income), in whole or in part, by a two-thirds majority of the votes cast at a Church Business Meeting.

 

[Josh Martin]

3 hours ago, LIH said:

Kindly review proposed motions:

Motion for a Special Rule of Order:

The Congregation has the authority to reallocate or expend the annual total dividend, interest or fair market value of asset growth, if any, of Endowment Fund by a two-thirds majority of the votes cast at a Church Business Meeting.

Motion for a Special Rule of Order:

The Congregation has the authority, in the event of extraordinary circumstances or financial events or catastrophic costs, to reallocate or expend the Endowment Fund (principal and  income), in whole or in part, by a two-thirds majority of the votes cast at a Church Business Meeting.

I would say “2/3 vote” instead of “2/3 majority,” and it would seem to me that the language “of the votes cast at a Church Business Meeting” is redundant. It is already the case that a vote is based on the votes cast (unless your rules provide otherwise) and that action may only be taken at a regular or properly called meeting (or more specifically, at a business meeting, if you also have non-business meetings).

Edited April 17, 2018 at 10:23 PM by Josh Martin

[LIH]

30 minutes ago, Josh Martin said:

I would say “2/3 vote” instead of “2/3 majority,” and it would seem to me that the language “of the votes cast at a Church Business Meeting” is redundant. It is already the case that a vote is based on the votes cast (unless your rules provide otherwise) and that action may only be taken at a regular or properly called meeting (or more specifically, at a business meeting, if you also have non-business meetings).

Our bylaws accommodate absentee ballots. The bylaws differentiate

1. majority of the total votes cast at a Church business meeting

2. majority of the votes cast by those present and eligible to vote at a Church business meeting

I wanted to make sure this fund's reallocation could accommodate a ballot vote and any absentee ballots.

Yes, we do have congregational meetings that are more informal and are not "business meetings" with motions on the agenda.

[jstackpo]

If you have paraphrased your bylaws accurately, it appears you have a built-in inconsistency...  To wit:

You first say:  "Our bylaws accommodate absentee ballots"   and then go on to describe two different vote thresholds, both of which speak of votes cast at a church business meeting.    But absentee votes are manifestly NOT cast at a church business meeting, so, unless you have other provisions you haven't mentioned, it seems those absentee votes should not be counted.

Perhaps your paraphrase is the source of the problem.  Can you quote the exact bylaw words, please?

[Josh Martin]

14 hours ago, LIH said:

Our bylaws accommodate absentee ballots. The bylaws differentiate

1. majority of the total votes cast at a Church business meeting

2. majority of the votes cast by those present and eligible to vote at a Church business meeting

I wanted to make sure this fund's reallocation could accommodate a ballot vote and any absentee ballots.

Yes, we do have congregational meetings that are more informal and are not "business meetings" with motions on the agenda.

I don’t see how absentee votes are “cast at a Church Business Meeting,” but if this language, in the context of your bylaws, includes absentee votes, then so be it. It would seem to me that “of all votes cast” would be clearer.

I’d also note that RONR strongly recommends not to combine absentee votes with votes cast at a meeting, which appears to be what you are doing.

Edited April 18, 2018 at 01:41 PM by Josh Martin

[Richard Brown]

17 hours ago, LIH said:

Our bylaws accommodate absentee ballots. The bylaws differentiate

1. majority of the total votes cast at a Church business meeting

2. majority of the votes cast by those present and eligible to vote at a Church business meeting

I wanted to make sure this fund's reallocation could accommodate a ballot vote and any absentee ballots.

Yes, we do have congregational meetings that are more informal and are not "business meetings" with motions on the agenda.

Without commenting on any other aspect of this thread, I do want to point out that the vote requirements in numbers 1 and 2 are different.  No. 1 is a traditional "majority vote"... a majority of the votes cast by members present and voting.  But, No. 2, in my opinion, requires a vote of the majority OF THE MEMBERS PRESENT, a completely different standard.   Arriving late to this discussion, I'm not sure if that is obvious to everyone.

[Josh Martin]

5 hours ago, Richard Brown said:

Without commenting on any other aspect of this thread, I do want to point out that the vote requirements in numbers 1 and 2 are different.  No. 1 is a traditional "majority vote"... a majority of the votes cast by members present and voting.  But, No. 2, in my opinion, requires a vote of the majority OF THE MEMBERS PRESENT, a completely different standard.   Arriving late to this discussion, I'm not sure if that is obvious to everyone.

I thought that at first too, but on further inspection, the second rule says “a majority of the votes cast by members present and eligible to vote.” Since only votes cast are included, I think it is, in fact, a majority of those present and voting, not a majority of those present.

Edited April 18, 2018 at 10:37 PM by Josh Martin

[Richard Brown]

8 minutes ago, Josh Martin said:

I thought at first too, but on further inspection, the second rule says “a majority of the votes cast by members present and eligible to vote.” Since only votes cast are included, I think it is, in fact, a majority of those present and voting, not a majority of those present.

And on second reading, I agree.  Thanks for catching that!

[LIH]

I'm glad to see the pros finding this issue a bit tricky, and I appreciate the help.

1. majority of the total votes cast at a Church business meeting - the main intention was to include absentee ballots.

2. majority of the votes cast by those present and eligible to vote at a Church business meeting - a majority of those physically attending the meeting and voting. Does not include absentee or proxies.

A. From my research it seems both 1 and 2 would include abstentions as "votes cast", whereas normally you would exclude them from the total in determining a majority. Is that correct?

B. We usually vote by the raising of placards, and sometimes people don't vote or they may come and go. In the presence of a quorum, do the total "votes cast by those present and eligible to vote" have to equal a quorum?

 

[LIH]

@jstackpoYou are correct. I did take a liberty in paraphrasing: "at a Church Business Meeting" in #1

21 hours ago, jstackpo said:

If you have paraphrased your bylaws accurately, it appears you have a built-in inconsistency...  To wit:

You first say:  "Our bylaws accommodate absentee ballots"   and then go on to describe two different vote thresholds, both of which speak of votes cast at a church business meeting.    But absentee votes are manifestly NOT cast at a church business meeting, so, unless you have other provisions you haven't mentioned, it seems those absentee votes should not be counted.

Perhaps your paraphrase is the source of the problem.  Can you quote the exact bylaw words, please?

Language from the bylaws

H. Voting members of the Church who do not expect to be present at a Church business meeting may vote in absentia in any election, and on any other voting issue on the Agenda of the meeting in either of two manners:

The two choices are proxy and absentee.

 

Later on under bylaws:

3. The requirements for adoption of the proposed [bylaws] amendment are as follows:

a. If the text of the proposed amendment is unmodified from the text that was placed on the Agenda, then the amendment shall be adopted if it receives a two-thirds majority of the total votes cast (including absentee ballots).

b. If the text of the proposed amendment is modified in any way from the Agenda text by action at the Church business meeting, then the amendment shall be adopted if it receives a two-thirds majority of the total votes cast and also a two thirds majority of the votes cast by those present and eligible to vote.

 

This final item seems to exclude proxies. Correct?

Note that proxies are not counted in the quorum.

 

 

 

Edited April 18, 2018 at 10:01 PM by LIH
additional facts for information

[jstackpo]

You asked:   "This final item seems to exclude proxies. Correct?"

I would say no, not correct.  The main point of giving someone a proxy is so that someone, who is present at the meeting, can adjust his votes (both his personal vote and that of the proxy he carries) if the content of the motion (bylaw amendment)  is changed (via amendment) from the original proposal.   The "total votes cast" includes the carried-by-proxy votes in both situations 3.a and 3.b.

However the final item (3.b) does, in my view, exclude absentee votes since what the absentees voted for (or against) is no longer the same text as was originally proposed.   The proxy votes, since they are cast by people there at the meeting can vote  and, I would say, are are counted is determining the number of "those present and eligible to vote".

The quorum is an entirely separate issue and should be carefully defined elsewhere in your bylaws.

 

An additional problem for you: 3.b would apply if there were nominations from the floor in an election so that the resulting question of who to vote for is not (quite) the same as an original "slate" that was sent out for potential absentees to select from.  Do you cover that possibility?

The easy solution for all this mess is to do away with absentee votes altogether; let the proxies take care of non-present members.

And stop using the phrase "2/3 majority".  "2/3 vote" will do just fine.

[Josh Martin]

49 minutes ago, LIH said:

A. From my research it seems both 1 and 2 would include abstentions as "votes cast", whereas normally you would exclude them from the total in determining a majority. Is that correct?

On the contrary, I don’t believe abstentions are included in either wording. To abstain, by definition, is to not vote. Therefore, an abstention is not a “vote cast.”

50 minutes ago, LIH said:

B. We usually vote by the raising of placards, and sometimes people don't vote or they may come and go. In the presence of a quorum, do the total "votes cast by those present and eligible to vote" have to equal a quorum?

No. A quorum is the number of members who must be present. Members count toward the quorum so long as they are present, whether or not they vote.

52 minutes ago, LIH said:

1. majority of the total votes cast at a Church business meeting - the main intention was to include absentee ballots.

 I don’t think this wording clearly accomplishes that intent. An absentee vote, by definition, is not cast at a meeting.

44 minutes ago, LIH said:

H. Voting members of the Church who do not expect to be present at a Church business meeting may vote in absentia in any election, and on any other voting issue on the Agenda of the meeting in either of two manners:

Well, this wording is at least much clearer.

This does, however, raise potential problems. For instance, suppose a member casts an absentee vote on a motion, but the motion is amended at the meeting. How is that vote counted?

45 minutes ago, LIH said:

b. If the text of the proposed amendment is modified in any way from the Agenda text by action at the Church business meeting, then the amendment shall be adopted if it receives a two-thirds majority of the total votes cast and also a two thirds majority of the votes cast by those present and eligible to vote.

This final item seems to exclude proxies. Correct?

I don’t know. One could argue that if proxies are authorized by the organization’s rules, proxy holders are “eligible to vote.”

RONR recommends not using proxies at all, so it has no guidance on this subject.

10 minutes ago, jstackpo said:

The easy solution for all this mess is to do away with absentee votes altogether; let the proxies take care of non-present members.

Or better yet, do away with both. If the assembly wishes to have absentee voting, it should be on specific items, and all members should vote in the same manner.

[LIH]

7 minutes ago, Josh Martin said:

I don’t know. One could argue that if proxies are authorized by the organization’s rules, proxy holders are “eligible to vote.”

But the stipulation is "those present and eligible to vote." If I have someone's proxy, are they in some sense present?

[jstackpo]

8 minutes ago, LIH said:

But the stipulation is "those present and eligible to vote." If I have someone's proxy, are they in some sense present?

If the bylaws say so, yes.  But it had better be in the bylaws, or at the very least, in the terms of the proxy.

[LIH]

Bylaws: a two-thirds majority of the total votes cast and also a two thirds majority of the votes cast by those present and eligible to vote. 

I'm seeing it now: the first "total votes cast" would include absentees and proxies who's votes (let's say) favored the original wording of the motion on the agenda.  The second "votes cast by those present and eligible to vote" would be just the persons physically present and voting in favor of the the amended version. An amended motion would have to accomplish both objectives in order to pass.

 

[Josh Martin]

30 minutes ago, LIH said:

But the stipulation is "those present and eligible to vote." If I have someone's proxy, are they in some sense present?

The member you are representing is not “present” in the sense that RONR uses the term, but organizations which use proxies often provide that members may be present “in person or by proxy.”

That was not, however, the point I was getting at. If your bylaws authorize proxies, and you hold someone’s proxy, you are eligible to vote and you are present. The rule does not say “members present and eligible to vote.” It says “those present and eligible to vote.” So if a non-member holds a member’s proxy, they could arguably be counted in “those present and eligible to vote.”

As you suggest, the situation is more complicated if a member holds the proxy, since the member is already included in “those present and eligible to vote” based on his own vote. Whether the member counts as one or two persons “present,” in this instance, depends on how the bylaws are worded and interpreted.