Voting basis - Bylaws vs Roberts

[Scott Fischer]

Keeping in mind that rules of order defer to bylaws how would you interpret the following:

"All decisions of the organization shall be by a majority of the members voting unless otherwise specifically provided in these by-laws."

The by-laws designate the parliamentary authority as RONR 11th ed. Would this mean that Roberts vote requirements are followed or that if nothing in the bylaws states a higher threshold for passage all matters are decided by majority vote? The words "unless otherwise specifically provided in these by-laws" trouble me when coupled with RONR (11th ed.), p. 404, ll. 20-24,"Whenever it is desired that the basis for decision be other than a majority vote......the desired basis should be precisely defined in the by-laws or in a special rule of order." Granted, the desired basis in the bylaws quote above is a majority so maybe I am really being to strict with my interpretation.....

The only other place the by-laws give a different basis for passage is amending the by-laws. 

For example, normally a motion to suspend the rules would require a two-thirds vote for passage. Would the above quote change that to mean only a majority vote is needed?

[Gary Novosielski]

Well, I think it's a troubling provision.   I suppose a case could be made that by adopting RONR as your parliamentary authority, it does become a part of your bylaws.  RONR makes a similar argument in the section on proxy voting, which it prohibits, and states that by inclusion, any bylaws that specify RONR as their parliamentary authority should be held to explicitly prohibit proxies.

But I wouldn't bet the rent money on that reasoning holding up in the face of your bylaws provision.  

My recommendation, if possible, would be to strike that language completely.  The rules in RONR already provide for a majority vote on all ordinary main motions, and only provide for higher thresholds with good reason, such as for suspending the rules, or for protecting the rights of the minority.  

[Atul Kapur]

You answered your own question in your first sentence.

13 minutes ago, Scott Fischer said:

Keeping in mind that rules of order defer to bylaws

I don't see that your bylaws give you any leeway or reason to think that "All decisions" means anything other than all decisions.

So, yes:

13 minutes ago, Scott Fischer said:

if nothing in the bylaws states a higher threshold for passage all matters are decided by majority vote

 

and, regarding Suspend the Rules, yes:

13 minutes ago, Scott Fischer said:

Would the above quote change that to mean only a majority vote is needed

Yes, the bylaws would change that.

[Joshua Katz]

I suppose I'm out of step again, but I'm not so sure. What is a "decision" of the organization? Is suspending the rules a decision? I'm more likely to be convinced that, say, rescind, is a decision. But procedural motions, I'm not so sure.

[Atul Kapur]

Mr. Katz seems to be equating "decision" with an original main motion, that is something that introduces a substantive question as a new subject. I cannot find anything in RONR that supports this definition. On the other hand, on page 402, there is a much more expansive use of the word decision to indicate anything that is being voted upon.

[Joshua Katz]

4 minutes ago, Atul Kapur said:

Mr. Katz seems to be equating "decision" with an original main motion,

No, I don't think I'd go that far. For instance, rescind strikes me as subject to this rule. I'm more expressing uncertainty and caution about a bylaw that likely did a poor job of conveying what it meant.

[Josh Martin]

15 hours ago, Scott Fischer said:

The by-laws designate the parliamentary authority as RONR 11th ed. Would this mean that Roberts vote requirements are followed or that if nothing in the bylaws states a higher threshold for passage all matters are decided by majority vote?

The latter, in my opinion.

15 hours ago, Scott Fischer said:

For example, normally a motion to suspend the rules would require a two-thirds vote for passage. Would the above quote change that to mean only a majority vote is needed?

Yes, that would appear to be the case.

15 hours ago, Gary Novosielski said:

I suppose a case could be made that by adopting RONR as your parliamentary authority, it does become a part of your bylaws.  RONR makes a similar argument in the section on proxy voting, which it prohibits, and states that by inclusion, any bylaws that specify RONR as their parliamentary authority should be held to explicitly prohibit proxies.

I do not find this argument to be persuasive in the face of a bylaw provision which states “unless otherwise specifically provided in these bylaws” (emphasis added).

I also think that there is some difference in this regard between rules in applicable law (which are written by someone else) and rules in the organization’s bylaws (which are written by the organization itself). I don’t know that in rules that are written by the organization itself, references to the bylaws are intended to incorporate RONR, since the very purpose of adding rules to the bylaws is often to supersede RONR. In this case in particular, incorporating RONR into the rule would seem to render the rule meaningless, which suggests that is not the correct interpretation.

14 hours ago, Joshua Katz said:

I suppose I'm out of step again, but I'm not so sure. What is a "decision" of the organization? Is suspending the rules a decision? I'm more likely to be convinced that, say, rescind, is a decision. But procedural motions, I'm not so sure.

It seems fairly clear to me that a “decision,” in the parliamentary sense, does include all motions, including procedural motions. The discussion of a “decision” in RONR, 11th ed., pgs. 4-5 suggests to me that the term is used quite broadly. It is conceivable that the term “decision” in the context of the organization’s bylaws has a more limited meaning, but that is a question for the organization.

Edited December 12, 2018 at 06:58 PM by Josh Martin

[Joshua Katz]

2 minutes ago, Josh Martin said:

but that is a question for the organization.

That much I think is clear - if it is to have a more restricted meaning, the organization, not I, must discover it.

[Gary Novosielski]

On 12/12/2018 at 1:48 PM, Josh Martin said:

I don’t know that in rules that are written by the organization itself, references to the bylaws are intended to incorporate RONR, since the very purpose of adding rules to the bylaws is often to supersede RONR.

I think that's the most persuasive argument.  And I think the distinction between that and outside regulations is a meaningful one.