Late sign ins

[bcbetty]

Held and SGM and sign in count was 38 at start of meeting.  Quorum was met. (35) - Scrutineers assigned.  One of the early votes of the evening becomes contentious so the scrutineers are called and the count is 30 for 8 opposed. 75% achieved on the vote and we move forward as motion is carried. While doing up the minutes, I do a recount of the members signed in and there were 8 more members signed in late (after the above vote).

Because our bylaws state that 75% of the members in attendance is required for motions to be carried, how do I account for the 8 that were not there at the time of vote.  Do I note that at that time, there were only 38 present (there were no abstentions noted).  All the rest of the meeting, it was unanimous votes so there was no need for a count.

[Dan Honemann]

Your minutes should record exactly what was reported by the tellers (scrutineers), and the result of the vote as announced by the chair.

 

 

[jstackpo]

Unless you have rock-solid proof (timed sign in sheets?) that the late folks were there for the 30/8 vote, just report the results that you did get.  And, of course, if only some of the late-comers were there, that may not have been enough to bring your recorded vote to less than 75%.

[Richard Brown]

31 minutes ago, bcbetty said:

Because our bylaws state that 75% of the members in attendance is required for motions to be carried, how do I account for the 8 that were not there at the time of vote. 

I agree with my colleagues.  As I understand your rules, the important number is the number of members who were there at the time of the vote.  Any who  left early or arrived late should not be a factor.

Just out of curiosity, would you mind posting the exact language from your bylaws requiring the 75 percent of members present vote requirement?  That is a very unusual provision.  Please quote it exactly, don't paraphrase.

[bcbetty]

56 minutes ago, Richard Brown said:

I agree with my colleagues.  As I understand your rules, the important number is the number of members who were there at the time of the vote.  Any who  left early or arrived late should not be a factor.

Just out of curiosity, would you mind posting the exact language from your bylaws requiring the 75 percent of members present vote requirement?  That is a very unusual provision.  Please quote it exactly, don't paraphrase.

Here you:

BY-LAW AMENDMENTS

10.1 These Bylaws may be altered by a special resolution adopted by at least three-quarters (3/4) of the voting members present at a meeting called for such purpose

[Richard Brown]

33 minutes ago, bcbetty said:

BY-LAW AMENDMENTS

10.1 These Bylaws may be altered by a special resolution adopted by at least three-quarters (3/4) of the voting members present at a meeting called for such purpose

Thank you.  That seems pretty clear to me!  

[Dan Honemann]

14 minutes ago, Richard Brown said:

Thank you.  That seems pretty clear to me!  

Well, the insertion of that word "voting" before "members" may give rise to a bit of an ambiguity unless there are members of this organization who, although they are "members", are not "voting members". 

[Gary Novosielski]

On 11/1/2018 at 12:27 PM, bcbetty said:

Here you:

BY-LAW AMENDMENTS

10.1 These Bylaws may be altered by a special resolution adopted by at least three-quarters (3/4) of the voting members present at a meeting called for such purpose

Well, presuming that there were more people present than the 38 who voted, those members in excess of 38 apparently abstained, and were not, at that moment voting members, though they would continue to count toward a quorum. 

I suppose it's possible to argue that present and voting is not the same voting and present, but that's up to the assembly to sort out.  As for what goes in the minutes, the answer is clear: the minutes should faithfully record what actually happened.  The sorting out, if the need arises, is another matter entirely.

[Richard Brown]

40 minutes ago, Gary Novosielski said:

Well, presuming that there were more people present than the 38 who voted, those members in excess of 38 apparently abstained, and were not, at that moment voting members, though they would continue to count toward a quorum. 

I suppose it's possible to argue that present and voting is not the same voting and present, but that's up to the assembly to sort out.  As for what goes in the minutes, the answer is clear: the minutes should faithfully record what actually happened.  The sorting out, if the need arises, is another matter entirely.

Really going out on a limb.there, aren't you. . . . 

What makes you think that voting members aren't really voting members if they choose to abstain on an issue? They might be members who did not vote, but that does not make them non-voting members. Whether a member is a voting or non-voting member is something that would be or should be defined in the bylaws.

By the way those members who did not vote did not abstain if they were non-voting members. A member can only abstain if he has a right to vote.

Edited to add: also, a non-voting member may or may not count toward the quorum, depending on the wording in the bylaws.

Edited November 5, 2018 at 01:14 AM by Richard Brown
Added last paragraph

[Gary Novosielski]

Yes, I did go out on a limb, by interpreting a voting member as a member who is voting.  In will admit that if the bylaws explicitly establish voting and non-voting members as discrete classes of membership, then that limb may be considered a weak one indeed.

 But if there are no such distinct classes of members, then the limb may well be strong enough to hold weight, since the word voting would have no purpose other than to identify those engaging in the process of casting a vote.