Quorums / Abstentions

[TLV]

I am a repeat visitor as you helped answer some questions for me on this topic last time.  We have another board meeting next week and I would like to discuss this topic at the meeting.  

Background:  We have a large board - 22 voting members.  In order to do business, our bylaws require a 51% quorum rather than the usual 2/3.  So if we have 12 board members/voting members present, we can conduct business.  Our bylaws state "

"Fifty one percent (51%) of the Board of Directors shall constitute a Quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise specified, a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors."

At a recent meeting, we had 18 present.  On a particular topic, 9 voted yes, 5 voted no and 4 abstained.  While the "yes" folks thought it passed, the "no" voters said a majority vote by the Quorum Present would require 10 votes to be majority, so they appealed to the president based on that wording and the vote failed.  

I brought it to his forum and you said a 9 to 5 should pass the vote but our bylaws have a bit of an anomaly with the last sentence, which is not supported by Robert's Rules.  

While I would like to correct this in our bylaws simply by deleting the last sentence, the opposition says by doing that, we could pass a vote by a majority of 2 if 20 abstain and 2 votes yes.  I would appreciate your thoughts.  

(FYI: I am suggesting we have our bylaws reviewed by a parliamentarian but at this point, we need to get thru the next meeting.   ) 

Edited April 28, 2018 at 03:56 PM by TLV

[jstackpo]

Yes, indeed, your phrase "majority vote by the Quorum Present" is somewhat ambiguous, and most folks here agree that your best bet is to amend the bylaws (if you have time) to strike out this part of the phrase: "by the Quorum Present".  After all, who else would vote but the (quorum's worth of) folks in the room - it seems redundant. 

And yes if 2 vote yes, and the rest abstain, motion carried.   Ask your opposition friend if he really wants folks who have no clue as to how to vote (the 20 abstainers) to cause the motion to be defeated, or force them to vote when they appear to not give a hoot.

[Richard Brown]

As you probably already know, the phrase "majority vote of the quorum present" is a term not used or defined in RONR. However, my interpretation of that language is that as long as you have a quorum present, a regular majority vote is required. A vote of 9 to 5 satisfies that requirement and I would say the motion should have been declared adopted. Others might disagree, but since it is a term used in your bylaws and not even mentioned in RONR, it is up to your organization to interpret that provision.

As to amending the bylaws, I strongly recommend that you remove the phrase "of the Quorum present". 

BTW, the most common quorum requirement for a board of directors is a majority, not 2/3.... and not 51% either. A majority is simply "more than half".  In your case, that would still require 12 members to be present, but 51% is more than a majority. It is not the same thing.

[Tom Coronite]

Maybe it's just me, but rather than just striking "of/by the Quorum present" I'd favor striking the entire quoted passage. It seems the defaults in RONR should cover it.

 

"Fifty one percent (51%) of the Board of Directors shall constitute a Quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise specified, a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors."

[Joshua Katz]

2 hours ago, TLV said:

In order to do business, our bylaws require a 51% quorum rather than the usual 2/3. 

Side note, but the default is a majority, not 2/3.  Your bylaws are still different than the default.

2 hours ago, TLV said:

While I would like to correct this in our bylaws simply by deleting the last sentence, the opposition says by doing that, we could pass a vote by a majority of 2 if 20 abstain and 2 votes yes.  I would appreciate your thoughts.  

 

The opposition should say that you could pass a vote by a majority of 1 if 21 abstain and 1 votes yes.  (The fact that this argument is being made does suggest that your organization reads its bylaws such that "majority of the quorum" actually means something other than majority vote, so that's a useful data point.)  To which the proponents of the change should say "so what?"  In other words, they're right, but it's not immediate why it's a problem.  If 21 don't care, and one does, why shouldn't the vote pass?  

[tammyv]

One additional question from our team:

As you will see on page 48 header Modifications in Majority Vote (Note this is taken from Roberts Rules of Order Simplified & Applied Third Edition):

Organizations can qualify a majority vote by adding these phrases to the word "voting: in their Bylaws:

"a majority of those present"

Which then makes it the majority of those present as a quorum (last night 19 voters was the quorum, so 10 need to vote yes)

Our bylaws state in Article VIII MEETINGS Section 4 "Quorum. Fifty one percent (51%) of the board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board Of Directors.  Unless otherwise specified, a majority vote of the quorum present shall determine the outcome of issues brought before the Board of Directors.

I would like your opinions on this please.

 

Attached is a picture of that page.  Based on that section (and if it is still true in the newest version of RR, would you agree that the vote shown below should not have passed?

Background:  We have a large board - 22 voting members.  In order to do business, our bylaws require a 51% quorum rather than the usual 2/3.  So if we have 12 board members/voting members present, we can conduct business.   At a recent meeting, we had 18 present.  On a particular topic, 9 voted yes, 5 voted no and 4 abstained.  While the "yes" folks thought it passed, the "no" voters said a majority vote by the Quorum Present would require 10 votes to be majority, so they appealed to the president based on that wording and the vote failed.  

 

[Hieu H. Huynh]

25 minutes ago, tammyv said:

(Note this is taken from Roberts Rules of Order Simplified & Applied Third Edition)

I would not rely on information from this book. It contains numerous errors.

[Hieu H. Huynh]

Make sure you get the right book.

[Tom Coronite]

IMO it seems problematic that you refer to a resource that notes an assembly may add the words "of those present" or "of the entire membership" (which is certainly true) but your group uses a third option of "of the quorum present." As above posts have noted, that phrase is vague, open to differing interpretations, not in RONR, and not in the reference you posted.

the addition of the word "quorum" seems to be at the root of your group's issues. Once you have determined a quorum exists at the start of the meeting, (assuming it isn't lost later) you probably shouldn't have to focus on the issue of a quorum later, while voting or doing something else.

[Richard Brown]

19 minutes ago, tammyv said:

Attached is a picture of that page.  Based on that section (and if it is still true in the newest version of RR, would you agree that the vote shown below should not have passed?

No.  As I said in my earlier response, in my opinion the motion passed.  btw, the book you are citing might be a helpful guide, but it is not the official parliamentary authority for organizations that adopt the current edition of RONR (Robert's Rules of Order Newly Revised, 11th edition) as the parliamentary authority.  Here is a link to the "right book":  http://www.robertsrules.com/book.html

Your bylaws use non-standard antiquated language.  You will not find the term used even once in RONR.  I believe the majority of us who post on this forum interpret the phrase as meaning simply a "majority vote, assuming a quorum is present".  You have to understand the history of the phrase to understand why it was ever used in the first place.  We strongly urge organizations to avoid the term because it is so confusing and because RONR now clarifies that no substantive motions can be adopted in the absence of a quorum.  However, because your organization has chosen to use confusing, non-standard language in its bylaws, it is ultimately up to your organization to interpret those bylaws.  You do that by someone raising a point of order at the time the chair declares the outcome of the vote and then appealing from the decision of the chair. It requires a majority vote to overturn the decision of the chair.  The decision of the chair is sustained on a tie vote. 

There are a couple of old threads in this forum where the vote of a "majority of the quorum present" is discussed.  I will try to find those threads and post links to them.  Two  members of the authorship team weighed in rather extensively.

[tammyv]

I agree about the outdated version.  I believe this would be the area of reference in the 11th Edition?  

[Richard Brown]

2 minutes ago, tammyv said:

I agree about the outdated version.  I believe this would be the area of reference in the 11th Edition?

Yes.  It is still Section 44 in the 11th edition.

[Josh Martin]

47 minutes ago, tammyv said:

As you will see on page 48 header Modifications in Majority Vote (Note this is taken from Roberts Rules of Order Simplified & Applied Third Edition):

Organizations can qualify a majority vote by adding these phrases to the word "voting: in their Bylaws:

"a majority of those present"

Which then makes it the majority of those present as a quorum (last night 19 voters was the quorum, so 10 need to vote yes)

Our bylaws state in Article VIII MEETINGS Section 4 "Quorum. Fifty one percent (51%) of the board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board Of Directors.  Unless otherwise specified, a majority vote of the quorum present shall determine the outcome of issues brought before the Board of Directors.

I would like your opinions on this please.

It is certainly correct that if the bylaws require “a majority of the members present” to adopt a motion, then if 19 members are present, ten must vote in the affirmative for the motion to be adopted.

That is not, however, what your bylaws actually say. Your bylaws say that “a majority vote of the quorum present” shall be required for adoption. RONR provides no guidance on what this sentence means, and it appears that your third-party knockoff doesn’t either. A quorum is the minimum number of members which must be present in order for business to be conducted, not the actual number of members present. Therefore, the phrase “a majority vote of the quorum present” makes no logical sense, which makes it difficult to interpret. Your society will need to interpret what it means. That it means “a majority of the members present” is one possible interpretation.

In the long run, you should revise your bylaws so they clearly state what you mean.

Edited April 29, 2018 at 04:15 PM by Josh Martin

[Richard Brown]

Tammy, here are links to two other threads in the advanced forum about the phrase "majority of the quorum" and "majority of the quorum present".  These might help you to understand the meaning (and history) of the phrase.

https://robertsrules.forumflash.com/topic/27659-majority-of-a-quorum-or-23-of-a-quorum/

https://robertsrules.forumflash.com/topic/17380-what%E2%80%99s-new-in-the-11th-edition-%E2%80%94-part-3-definition-of-%E2%80%9Cmajority-vote%E2%80%9D/