VOTING: ALL MEMBERS OR JUST THOSE PARTICIPATING??

[Guest YORAM]

re posting because an earlier version was not clear. apologies.

We are a small organization, with some 90 active members, who have the right to vote.

[Affiliate members may not vote]

Sometimes the Bylaws are clear and specific:

We need a  "majority of Active members present and voting".

Other Bylaw says "a majority of active members".

How do we take this?

A majority of all the 90 eligible voters,  or a majority of the Actives who participated in the voting?

Thank you,

Yoram

 

 

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. If they are not clear, they should be amended.

[Dan Honemann]

The vote of (A) a "majority of Active members present and voting", and the vote of (B) "a majority of active members", are two very different things.

In both cases, the proportion that must concur (a majority, which means "more than half") is the same, but the set of members to which that proportion applies is different. In the first case, it is the active members present and voting. In the second case, it is the active members (without qualification).

So, assuming you have provided exact and complete quotes, (A) requires the vote of only a majority of the active members who participated in the voting, whereas (B) requires the vote of a majority of all active members.

I suggest you read what is said in RONR (11th ed.), on pages 400-404, very carefully.

 

 

[jstackpo]

And take a look at page 588 to see how to resolve the (apparent) inconsistency in your bylaws.

And while you are at it, define what "active members" means as opposed to just plain "members."  (This latter may be in your bylaws, so be sure to go look.)

[Richard Brown]

5 hours ago, Guest YORAM said:

Sometimes the Bylaws are clear and specific:

We need a  "majority of Active members present and voting".

 

5 hours ago, Guest YORAM said:

Other Bylaw says "a majority of active members".

Please give us the complete sentences, verbatim, where these two provisions appear. Paraphrasing and giving small snippets of a bylaw provision can sometimes be misleading.  It helps us to be able to read the complete sentence... and sometimes the complete provision... at issue rather than just a part of it.  Please quote exactly. Don't change a word or a punctuation mark.  Don't make grammatical corrections.  Quoting a bit more from the bylaws may not change anything we say.... but sometimes it does.

[Guest yoram]

On 5/7/2018 at 12:01 PM, Hieu H. Huynh said:

Ultimately it is up to your organization to interpret your bylaws. If they are not clear, they should be amended.

Agree. the bylaw should amended.

instead, our COO sent a MEMO, with his interpretation. He wrote

A candidate is admitted if there are more yes votes than no votes for that candidate.

The cover memo circulated to our members for this vote clearly states:

“New members will be elected if they receive more “Yes” votes than “No” votes.” 

 

So the question is

Is it enough to rule by memo, or do we need to amend the bylaw from

active members (which can be interpreted as all those who are current and on the roster)

to       Active members taking part in the vote by submitting a valid ballt.

Thanks

Yoram

 

[Joshua Katz]

It's not clear to me whether or not your bylaws are ambiguous.  So here are the answers both ways:

If they are ambiguous, it is up to the organization to interpret them.  The organization, not the COO.  That decision is to be made at a meeting, not via a memo.  The memo may or may not be useful information to the members, but ultimately, it is they who will, via points of order and appeals, decide what the bylaws mean.  Your employees don't get to boss you around.  They should be amended to be unambiguous.

If they are unambiguous, they mean what they say.  If members don't like what they say, they should be amended.  If they do not say the same thing as the memo, the memo is of no parliamentary force.

Note that this is the answer as far as parliamentary procedure is concerned, not corporate law.  We can't answer how laws might impact things.

[Guest Who's Coming to Dinner]

2 hours ago, Guest yoram said:

So the question is

Is it enough to rule by memo, or do we need to amend the bylaw from

active members (which can be interpreted as all those who are current and on the roster)

to       Active members taking part in the vote by submitting a valid ballt.

The simplest thing to do is to eliminate this provision. If RONR is your parliamentary authority, then the majority vote is the default for all decisions. What you have proposed here is actually a new wrinkle: according to RONR, illegal ballots are counted in the denominator for the majority calculation.

[Richard Brown]

Yoram, until you amend the bylaws to clear things up, you settle it at the next meeting at which a vote will be taken on admitting new members by someone raising a point of order that approval requires the vote of a majority of the active members. The chair will rule on the point of order. His decision can then be appealed to the assembly. It requires a majority vote to overrule the decision of the chair. The ruling of the chair is sustained on a tie vote. The decision of the assembly is final and sets a precedent as to the interpretation of that rule. However, you should still amend the bylaws to remove the seemingly conflicting provisions.