2/3 Majority

[Guest Trevor]

Our constitution contains the wording " 2/3 of registered delegates present in person". How should this be interpreted.

Obviously a quorum would be required (majority in our case)

a. Would the number required to pass a motion be 2/3 of the total delegates registered at a convention 

B.  at a minimum, 2/3 of the votes present at the time of the vote, a quorum being present

 

 

[jstackpo]

I'd have to say neither of the above. My interpretation (worth every penny you paid for it):

Adoption of any motion controlled by the quoted phrase will require the affirmative vote of at least 2/3 of the (registered) delegates who are present in the room at the time the vote is taken.  This is (or can be) a higher threshold that the more common "2/3 vote"  which means that 2/3 of the votes cast (abstentions ignored) must be in favor for adoption.    Your option a. is an even higher threshold since more delegates may be registered than are in the meeting room.  I am not clear what you mean by option B: "votes present" is a curious phrase.

Ultimately the members of your association are responsible for the interpretation of the bylaws, not some I'net stranger, like me. See page 588.

 

[Richard Brown]

7 minutes ago, jstackpo said:

I'd have to say neither of the above. My interpretation (worth every penny you paid for it):

Adoption of any motion controlled by the quoted phrase will require the affirmative vote of at least 2/3 of the (registered) delegates who are present in the room at the time the vote is taken.  This is (or can be) a higher threshold that the more common "2/3 vote"  which means that 2/3 of the votes cast (abstentions ignored) must be in favor for adoption.    Your option a. is an even higher threshold since more delegates may be registered than are in the meeting room.  I am not clear what you mean by option B: "votes present" is a curious phrase.

Ultimately the members of your association are responsible for the interpretation of the bylaws, not some I'net stranger, like me. See page 588.

 

I concur with Dr. Stackpole's comments including his question about the meaning of  "votes present".

[Gary Novosielski]

Without seeing an exact quote of at least the rest of the entire sentence in which that phrase is contained, I'm unwilling to guess what it means.

[Joshua Katz]

3 hours ago, Guest Trevor said:

Our constitution contains the wording " 2/3 of registered delegates present in person". How should this be interpreted.

In what context does it contain those words?

[Guest Trevor]

If this is of any help he wording is contained in the following clause.

Section 9 – Voting for Resolutions

A majority of the registered delegates present in person and voting for, or against, any particular motion, shall be sufficient for the adoption or rejection of any resolution before the Convention, save that:

Any change in the provisions of this Constitution and By-laws shall require a two-thirds majority vote of the registered delegates present in person; and voting for, or against, any particular motion.

It also appears in the clause about the quorum

A majority of the registered delegates present in person at any session shall constitute a quorum.

All the comments are greatly appreciated.

 

[Guest Zev]

2 hours ago, Guest Trevor said:

A majority of the registered delegates present in person and voting for, or against, any particular motion, shall be sufficient for the adoption or rejection of any resolution before the Convention, save that:

Isn't someone that is present also in person? And what happens when the vote is a tie?

2 hours ago, Guest Trevor said:

Any change in the provisions of this Constitution and By-laws shall require a two-thirds majority vote of the registered delegates present in person; and voting for, or against, any particular motion.

If less than two-thirds vote in favor of a bylaw amendment then it may also have failed to attain two-thirds against it. Then what happens?

[Dan Honemann]

3 hours ago, Guest Trevor said:

Section 9 – Voting for Resolutions

A majority of the registered delegates present in person and voting for, or against, any particular motion, shall be sufficient for the adoption or rejection of any resolution before the Convention, save that:

Any change in the provisions of this Constitution and By-laws shall require a two-thirds majority vote of the registered delegates present in person; and voting for, or against, any particular motion.

Let's hope this isn't really what it says.  

[Atul Kapur]

5 hours ago, Guest Trevor said:

 

Section 9 – Voting for Resolutions

A majority of the registered delegates present in person and voting for, or against, any particular motion, shall be sufficient for the adoption or rejection of any resolution before the Convention, save that:

Any change in the provisions of this Constitution and By-laws shall require a two-thirds majority vote of the registered delegates present in person; and voting for, or against, any particular motion.

For what it's worth, the parts I have bolded above are the important ones and, if you ignore the unnecessary words around them, mean the standard "of those present and voting" or, as Dr. Stackpole put it, of "votes cast".

I agree with Mr. Honemann and Guest Zev that this section is encumbered with extra words that only serve to confuse. And, of course, the only interpretation that matters is the assembly's.

2 hours ago, Guest Zev said:

Isn't someone that is present also in person?

I belong to a natonal organization that allows members to participate in meetings by phone or electronically but restricts voting rights to those present in person. This organization may have something similar (as I'm trying to find a justification for such a convoluted wording).

[Josh Martin]

7 minutes ago, Atul Kapur said:

For what it's worth, the parts I have bolded above are the important ones and, if you ignore the unnecessary words around them, mean the standard "of those present and voting" or, as Dr. Stackpole put it, of "votes cast".

I agree with Mr. Honemann and Guest Zev that this section is encumbered with extra words that only serve to confuse. And, of course, the only interpretation that matters is the assembly's.

I belong to a natonal organization that allows members to participate in meetings by phone or electronically but restricts voting rights to those present in person. This organization may have something similar (as I'm trying to find a justification for such a convoluted wording).

Another possible reason I can think of for this particular wording is that the laws of the state the society is incorporated in provide that proxies are permitted unless the bylaws provide otherwise, and the intent of the “in person” language is to provide otherwise.

Since this is just the beginning of the problems with the language of the cited rule, however, perhaps we are giving the drafters too much credit by assuming there is a reason behind this wording.

[Atul Kapur]

I'm trying to be kind and generous (ie: haven't had my first dose of caffeine yet). 

Most likely it is sounds like someone who doesn't realize that there is already a good definition of the terms "majority vote" and "2/3 vote" in RONR and they are reinventing the wheel. I've been able to simplify wording for a few organizations that thought they had to get this complicated to be correct. 

[jstackpo]

And while we are being kind and offering thoughtful suggestions, let us urge Trevor to stop using the infelicitous (and mathematically ambiguous) phrase "2/3 majority".   "2/3 Vote" will do just fine.

[Richard Brown]

I agree with the three posts above by Atul Kapur and Josh Martin. My initial interpretation of the strange by law provision regarding voting is that it was essentially to exclude proxies. I had not considered a possibility of the provision being used to exclude members from participating by telephone, but that is a perfectly reasonable conclusion as well. It seems to me the intent of that provision is to require that those members who are voting be physically present in the room at the time of the vote and that both voting by proxy and by telephone  and by any other absentee means are prohibited.

5 hours ago, Guest Zev said:

Isn't someone that is present also in person?

Not necessarily. It is quite common for bylaws to refer to both the Quorum count and to voting to be limited to "members who are present in person or by proxy". Therefore, members who are represented by proxy would be considered as being present with the language I just quoted. Also, as Josh Martin pointed out, members could be considered present if participating by telephone. The bylaw language that we are discussing in this thread, however, seems to require that members be physically present in person in the room in order to vote.

5 hours ago, Guest Zev said:

And what happens when the vote is a tie?

I don't know. That one is tougher, but my own opinion is that the ordinary rules in  RONR should apply and that a motion would fail on a tie vote. However, it may be that this organization wants a definitive answer one way or another and that a tie vote would be considered inconclusive and the assembly would keep voting until the motion either passes or fails much in the same manner that an assembly keeps voting in the case of a tie in an election until someone is finally elected. Ultimately, it is up to this organization to interpret that provision.

Edited to add:  I also agree with Dan Honemann's statement that he hopes the supposed bylaw language quoted by the original poster isn't  really what the bylaws say.    Guest Trevor, you are the only one who can answer that.  Is the language you provided an exact word-for-word quote from the bylaws?

Edited November 5, 2018 at 04:54 PM by Richard Brown
Typographical corrections and added last paragraph

[Gary Novosielski]

11 hours ago, Guest Trevor said:

Section 9 – Voting for Resolutions

A majority of the registered delegates present in person and voting for, or against, any particular motion, shall be sufficient for the adoption or rejection of any resolution before the Convention, save that:

Any change in the provisions of this Constitution and By-laws shall require a two-thirds majority vote of the registered delegates present in person; and voting for, or against, any particular motion.

 

This changes dramatically the meaning from your original partial quote.  There is a critical difference between "those present" and "those present and voting".  In the former case, abstentions would have the same effect of No votes.  In the latter case, abstensions have no effect (which is normally the desired alternative).

Your first paragraph quoted above is an unnecessarily wordy way of describing what RONR calls a "majority vote".  This means a majority (more than half) of those members present and voting. When there are more Yes votes than No votes, a majority vote has been achieved.  But this entire paragraph could be eliminated because this is RONR's default for ordinary main motions.

The second paragraph is an unnecessarily wordy way of describing what RONR calls a "2/3 vote".  This means two-thirds of those members present and voting. When there are at least twice as many Yes votes as No votes, a 2/3 vote has been achieved.  

 

[Gary Novosielski]

9 hours ago, Guest Zev said:

If less than two-thirds vote in favor of a bylaw amendment then it may also have failed to attain two-thirds against it. Then what happens?

No, I don't see this as a problem   "voting for or against" is simply a wordy way of saying "voting".  A person who has not voted for or against has abstained from voting at all.  

If you make that substitution, it's simply those present and voting.

The  business about being present in person is equally redundant from RONR's point of view, since there is no other way to be present.  If proxies are contemplated, the bylaws must have rules to cover that.

If I were a more cynical person, I might say that the authors of this constitution seem to have been intent upon testing the proposition that language should be assumed to have been included for a reason.  

Edited November 5, 2018 at 09:19 PM by Gary Novosielski