Entire membership

[Newbie]

I'm reading RONR in Brief and came across a section that I'm still a bit unclear about. I did read the applicable section in RONR.

In the second edition, on page 67, section "3" describes the entire membership concept. The last sentence on the page tries to differentiate between "general membership" and a "board". So the phrase "a majority of the entire membership of the board, not the whole organization" is throwing me off. In our case, that would mean 4 out of 7 on our board or 14 out of 26 on our home owners.

Perhaps this is one of those parliamentary definitions that doesn't translate well to common language. Why not just say "a majority of the board" in that sentence? When I hear the term "entire membership" I'm thinking it means all our home owners (in my case).

To take this a step further, and this likely will require another visit to our Bylaws, but let's just stick with the RONR interpretation - at annual elections, conducted by ballot vote at an annual meeting, not every home owner attends. We have 26 owners. At our annual meeting, 3 owners did not attend and did not submit proxy forms. What would our majority be? 14 out of 26; or 12 out of 23?

And when is it appropriate to use the "majority of those present and voting"? In the previous example, does that get us down to the 12 our of 23 scenario? I'll assume a valid proxy form is allowed even though the person is not actually "present".

Thanx.

[Joshua Katz]

10 minutes ago, Newbie said:

Perhaps this is one of those parliamentary definitions that doesn't translate well to common language. Why not just say "a majority of the board" in that sentence? When I hear the term "entire membership" I'm thinking it means all our home owners (in my case).

 

Because that would be ambiguous between a majority vote of the board (which can be as few as one person, if everyone else abstains) and the voting threshold you are discussing.

11 minutes ago, Newbie said:

 To take this a step further, and this likely will require another visit to our Bylaws, but let's just stick with the RONR interpretation - at annual elections, conducted by ballot vote at an annual meeting, not every home owner attends. We have 26 owners. At our annual meeting, 3 owners did not attend and did not submit proxy forms. What would our majority be? 14 out of 26; or 12 out of 23?

 

Nothing in RONR says that elections have voting thresholds of a majority of the entire membership, so we can't just stick with the RONR interpretation here and have a meaningful question left. The answer is neither, because of the 23 who attend, some may abstain. Unless, of course, your bylaws require a different threshold.

13 minutes ago, Newbie said:

 And when is it appropriate to use the "majority of those present and voting"? In the previous example, does that get us down to the 12 our of 23 scenario? I'll assume a valid proxy form is allowed even though the person is not actually "present".

 

If your bylaws permit proxies, it is only appropriate to then use "present and voting" in your bylaws if you wish to exclude those voting by proxy.

[Newbie]

Here are some of the "thresholds" as established in our Bylaws. Most seem pretty clear.

any member may be removed from membership on the Board of Directors by an affirmative vote of two thirds (2/3) of the Unit Owners.

Unless otherwise expressly provided in the Declaration, any action may be taken at any meeting of The Association of Owners upon the affirmative vote of a majority of the Owners present and voting in person or by proxy, provided that a quorum is present as provided for above.

The fiscal year may be changed by the unanimous consent of the Directors or by vote of The Association. (Although it doesn't specify by what margin for the vote of the association.)

Special Meetings: Said meetings shall be called by written notice, signed by a majority of the Board of Directors, or by the Owners having one-forth (1/4) of the total votes, and delivered not less than seven (7) days prior to the date fixed for said meeting.

The offices of Secretary and Treasurer may, by vote of The Association at any annual meeting be combined as one office. (Percentage not specified.)

The Condominium Instruments may be amended only by an instrument in writing approved and agreed to by Owners of Units to which two-thirds (2/3) of the voting power in The
Association appertain,

Subsequent to the conveyance of a Unit to an Owner other than The Declarant the prior written approval of the first mortgagees of Units to which sixty-seven percent (67%) of the voting power of The Condominium Instruments which amendment would have the effect of altering:

Considering in these last two statements which reference 2/3 of the owners of units: If someone was proposing a bylaw change and a special meeting was called, and general apathy set in whereby only 8 unit owners showed up and the vote was 5 for and 3 against, would that mean the bylaws could not be changed? We actually need 18 to change a bylaw.

Edited to add quorum requirement: The presence at any meeting of The Association of twenty-five (25%) percent of Owners, in person or by written proxy, in response to notice of all Owners of record given in accordance with Section II., Subparagraph "A" or "B" of these Bylaws, shall constitute a quorum.

Edited February 1, 2019 at 03:54 PM by Newbie
added quorum requirement

[Joshua Katz]

1 minute ago, Newbie said:

any member may be removed from membership on the Board of Directors by an affirmative vote of two thirds (2/3) of the Unit Owners.

 

This does not seem clear to me. Must 2/3 vote in favor, must there be a vote held amongst 2/3, or is it simply 2/3 of those voting? In the end, I think it's pretty easy to determine what was meant, but using standardized language removes the question in the first place. 

 

2 minutes ago, Newbie said:

 Unless otherwise expressly provided in the Declaration, any action may be taken at any meeting of The Association of Owners upon the affirmative vote of a majority of the Owners present and voting in person or by proxy, provided that a quorum is present as provided for above.

 

As is discussed, I think, on a few other threads, I consider this unclear for a different reason. Any action? How about rescinding or amending something previously adopted? Suspending the rules? The ambiguity, in my mind, is the word "action." Since RONR defines a motion as a proposal to take an action, it could very well refer to all motions.

 

4 minutes ago, Newbie said:

The Condominium Instruments may be amended only by an instrument in writing approved and agreed to by Owners of Units to which two-thirds (2/3) of the voting power in The
 Association appertain,

This seems more clear, given the context (although I think it's a bit of abuse to the language to suggest that a written instrument does the amending, but that's me being a grammar nerd).

 

5 minutes ago, Newbie said:

 The fiscal year may be changed by the unanimous consent of the Directors or by vote of The Association. (Although it doesn't specify by what margin for the vote of the association.)

 

Presumably, it would be a majority since it is left unspecified, which is probably not a great idea. Keep in mind that, so far as parliamentary procedure is concerned, a motion is only out of order if it conflicts with an applicable procedural statute, not any old applicable statute. Thus, this provision might well allow you to adopt a motion which conflicts with the tax code. Obviously, it would be unwise to do that.

 

8 minutes ago, Newbie said:

The offices of Secretary and Treasurer may, by vote of The Association at any annual meeting be combined as one office. (Percentage not specified.)

 

Well, a lot if left unspecified. The default in RONR is that one person may hold both of these positions, and if that is all that is intended, this bylaw is unnecessary, since you can just elect a person to both. But maybe it means that the offices can literally be combined, such that it takes a motion to amend or rescind something previously adopted to ever separate them again. That is the interpretation which gives effect to an otherwise ineffectual provision, but I doubt it is what was intended. 

 

10 minutes ago, Newbie said:

 The Condominium Instruments may be amended only by an instrument in writing approved and agreed to by Owners of Units to which two-thirds (2/3) of the voting power in The
 Association appertain,

 Subsequent to the conveyance of a Unit to an Owner other than The Declarant the prior written approval of the first mortgagees of Units to which sixty-seven percent (67%) of the voting power of The Condominium Instruments which amendment would have the effect of altering:

 

Interesting shift between these two. 

 

10 minutes ago, Newbie said:

 Considering in these last two statements which reference 2/3 of the owners of units: If someone was proposing a bylaw change and a special meeting was called, and general apathy set in whereby only 8 unit owners showed up and the vote was 5 for and 3 against, would that mean the bylaws could not be changed? We actually need 18 to change a bylaw.

It seems to me that, yes, you need the affirmative vote of 2/3 of the voting power (not necessarily 2/3 of the unit owners, if they possess differing shares) for the first, although it may be an issue of bylaw interpretation for your organization. As to the second, it is pulled out of context, but the wording suggests that it might only require a vote amongst those impacted by an amendment (but I'm not sure what is being amended).

[Josh Martin]

2 hours ago, Newbie said:

Perhaps this is one of those parliamentary definitions that doesn't translate well to common language. Why not just say "a majority of the board" in that sentence? When I hear the term "entire membership" I'm thinking it means all our home owners (in my case).

The meaning of the phrase “majority of the board” is ambiguous.

2 hours ago, Newbie said:

To take this a step further, and this likely will require another visit to our Bylaws, but let's just stick with the RONR interpretation - at annual elections, conducted by ballot vote at an annual meeting, not every home owner attends. We have 26 owners. At our annual meeting, 3 owners did not attend and did not submit proxy forms. What would our majority be? 14 out of 26; or 12 out of 23?

If we “just stick with the RONR interpretation,” a majority vote is based on the number of members present and voting. It would certainly not be 14 of 26. It might be 12 out of 23, assuming all 23 members vote in the election.

2 hours ago, Newbie said:

And when is it appropriate to use the "majority of those present and voting"? In the previous example, does that get us down to the 12 our of 23 scenario? I'll assume a valid proxy form is allowed even though the person is not actually "present".

It is appropriate to use it when the organization wishes to use such a threshold.

2 hours ago, Joshua Katz said:

If your bylaws permit proxies, it is only appropriate to then use "present and voting" in your bylaws if you wish to exclude those voting by proxy.

Organizations which permit proxies frequently provide in their bylaws that members may be “present” in person or by proxy.

55 minutes ago, Newbie said:

Considering in these last two statements which reference 2/3 of the owners of units: If someone was proposing a bylaw change and a special meeting was called, and general apathy set in whereby only 8 unit owners showed up and the vote was 5 for and 3 against, would that mean the bylaws could not be changed? We actually need 18 to change a bylaw.

Well, assuming those eight unit owners do not own multiple units and do not carry proxies, that would appear to be the case.

Edited February 1, 2019 at 04:45 PM by Josh Martin

[Dan Honemann]

37 minutes ago, Joshua Katz said:

This does not seem clear to me. Must 2/3 vote in favor, must there be a vote held amongst 2/3, or is it simply 2/3 of those voting? In the end, I think it's pretty easy to determine what was meant, but using standardized language removes the question in the first place. 

The requirement of " ... an affirmative vote of two thirds (2/3) of the Unit Owners" seems pretty clear to me.  

[J. J.]

31 minutes ago, Josh Martin said:

The meaning of the phrase “majority of the board” is ambiguous.

 

Would a "majority of the entire membership of the board" be clear enough?  (Not rhetorical.)

[Shmuel Gerber]

On 2/1/2019 at 12:17 PM, J. J. said:

Would a "majority of the entire membership of the board" be clear enough?  (Not rhetorical.)

The authors of RONR In Brief (2nd ed., p. 67, last paragraph) seemed to think so, and the authors of RONR (11th ed., p. 404, l. 3) also seemed to think that "a majority of the membership of the board" is clear enough.

[Gary Novosielski]

On 2/1/2019 at 12:17 PM, J. J. said:

Would a "majority of the entire membership of the board" be clear enough?  (Not rhetorical.)

I think any of these would be unambiguous, and equivalent to each other:

• a majority of the entire membership of the board
• a majority of the membership of the board
• a majority of the  entire board