Two-thirds vote and majority

[Mark Apodaca, PRP]

I will be the parliamentarian for a national teachers association and I am wondering if any of you can interpret this:

ARTICLE IX – AMENDMENTS to BYLAWS

These bylaws may be amended only by electronic ballot to all voting members in good standing with a 2/3 affirmative vote and a majority of eligible votes cast.

The association has 200 members.  From reading the Article, 101 votes need to be cast.  Then 2/3 vote of the majority (101 votes) needs to be met to pass the amendment.  If only 40 out of 200 members cast their votes, then the amendment is shot since majority was not reached.

Is this how you see it?  Or, is there another perspective?

Also the Vice President who is also the chair of the Bylaws Committee mentioned that 1/10 is majority (not sure where he got that since it is not in the bylaws).

Lastly, do the bylaws have to be ratified at the convention?  Twenty-four amendments "passed" by email vote.

Mark

Edited June 27, 2019 at 02:58 AM by Mark Apodaca

[Gary Novosielski]

29 minutes ago, Mark Apodaca said:

I will be the parliamentarian for a national teachers association and I am wondering if any of you can interpret this:

ARTICLE IX – AMENDMENTS to BYLAWS

These bylaws may be amended only by electronic ballot to all voting members in good standing with a 2/3 affirmative vote and a majority of eligible votes cast.

The association has 200 members.  From reading the Article, 101 votes need to be cast.  Then 2/3 vote of the majority (101 votes) needs to be met to pass the amendment.  If only 40 out of 200 members cast their votes, then the amendment is shot since majority was not reached.

Is this how you see it?  Or, is there another perspective?

Also the Vice President who is also the chair of the Bylaws Committee mentioned that 1/10 is majority (not sure where he got that since it is not in the bylaws).

Lastly, do the bylaws have to be ratified at the convention?  Twenty-four amendments "passed" by email vote.

Mark

• I think you've got it right.  That second requirement seems to be a sort of quorum, for an electronic vote.
• 1/10 is not a majority.  That's nuts.  Majority means more than half. 
• I would assume that the bylaws need to be adopted at the convention, but I'm not clear on who "passed" them by e-mail.  Was it the bylaws committee?

[Chris Harrison]

15 minutes ago, Mark Apodaca said:

 

ARTICLE IX – AMENDMENTS to BYLAWS

These bylaws may be amended only by electronic ballot to all voting members in good standing with a 2/3 affirmative vote and a majority of eligible votes cast.

Quote

 

The association has 200 members.  From reading the Article, 101 votes need to be cast.  Then 2/3 vote of the majority (101 votes) needs to be met to pass the amendment.  If only 40 out of 200 members cast their votes, then the amendment is shot since majority was not reached.

Is this how you see it?  Or, is there another perspective?

 

I think that is one reasonable way to interpret it.  However, it is ultimately up to the members to decide.

 

Quote

Also the Vice President who is also the chair of the Bylaws Committee mentioned that 1/10 is majority (not sure where he got that since it is not in the bylaws).

No math I'm aware of would define 1/10th  as a majority.  Maybe he is using Common Core Math for his calculations. 

 

Quote

Lastly, do the bylaws have to be ratified at the convention?  Twenty-four amendments "passed" by email vote.

You will need to read the Bylaws in their entirety to (hopefully) get an answer. That one sentence amendment provision you cited us leaves much to be desired so I would hope there is more to it.

[Joshua Katz]

2 hours ago, Mark Apodaca said:

From reading the Article, 101 votes need to be cast.  Then 2/3 vote of the majority (101 votes) needs to be met to pass the amendment. 

I can think of two ways to interpret what you said. To be clear, what is needed is not 2/3 of the majority, but 2/3 of the votes actually cast, and the number of votes actually cast must be a majority of eligible votes (to my reading). 

 

2 hours ago, Mark Apodaca said:

Lastly, do the bylaws have to be ratified at the convention?  Twenty-four amendments "passed" by email vote.

 

It seems to me that they do not. 

 

2 hours ago, Mark Apodaca said:

These bylaws may be amended only by electronic ballot to all voting members in good standing with a 2/3 affirmative vote and a majority of eligible votes cast.

 

This doesn't say suggested, proposed, etc., nor does it mention ratification. I think that the only way to amend them, based on this text (but, of course, the bylaws must be read as a harmonious whole, so I could be missing something) is through an electronic ballot, not at the convention, and there is no need for ratification. (And ratifying actions taken outside of a properly called meeting would be stretching the term, anyway.) 

 

2 hours ago, Mark Apodaca said:

Also the Vice President who is also the chair of the Bylaws Committee mentioned that 1/10 is majority (not sure where he got that since it is not in the bylaws).

 

Have you asked him? Sometimes crazy sounding things have some justification.

1 hour ago, Chris Harrison said:

No math I'm aware of would define 1/10th  as a majority.  Maybe he is using Common Core Math for his calculations. 

 

I taught (and developed a mathematics curriculum) before Common Core. I got frustrated when my school administration tried to partially adopt Common Core. But Common Core does not say that 1/10 is a majority. It doesn't reach any different conclusions. It just illustrates a number of thought processes and treats mathematics as problem-solving. My objection to it is that it is not faithful to its basic premise: It begins with the premise that everyone thinks differently. It concludes from this that, instead of allowing students to solve problems in a manner that makes sense to them, we must require every student to use Method A for a week, followed by using Method B for a week, etc. This guarantees that most students will feel out of place most of the time. 

[Richard Brown]

9 hours ago, Joshua Katz said:

To be clear, what is needed is not 2/3 of the majority, but 2/3 of the votes actually cast, and the number of votes actually cast must be a majority of eligible votes

I agree. It is a horribly worded provision, but that seems to be the most logical interpretation.

I also agree that ratification at the convention is not needed, or at least it is not provided for in the bylaw snippet that we have been provided with.

[Gary Novosielski]

11 hours ago, Chris Harrison said:

You will need to read the Bylaws in their entirety to (hopefully) get an answer. That one sentence amendment provision you cited us leaves much to be desired so I would hope there is more to it.

It is my understanding that the bylaws are not yet in effect, so what they say, while possibly persuasive, would not directly apply.

[Richard Brown]

4 hours ago, Gary Novosielski said:

It is my understanding that the bylaws are not yet in effect, so what they say, while possibly persuasive, would not directly apply.

I disagree.  Where do you get this?  Perhaps from the OP's question about whether the bylaws need to be ratified at the convention, but it is clear to me that he is referring to the 24 amendments adopted by an email vote. 

[Joshua Katz]

I did not read it that way, but perhaps the OP can tell us whether Mr. Novosielski or Mr. Brown and myself have it right.

[Gary Novosielski]

3 hours ago, Joshua Katz said:

I did not read it that way, but perhaps the OP can tell us whether Mr. Novosielski or Mr. Brown and myself have it right.

I suspect you and Mr. Brown have it right.  On initial reading I somehow got the impression that this was a newly forming organization, but that's not supported by re-reading it.

[Mark Apodaca, PRP]

Here is one of the amendments passed:

Bylaws Amendment #14

Article: VII, Election and Appointment of Officers

Section: 3, Nominations Process

Date Sent to Members: April 15, 2019

Voting Results: PASSED

• 43 ballots received
• 43 eligible votes cast
• 40 votes in favor of Amendment #14
• 1 vote opposed to Amendment #14
• 2 abstentions

I don't see how members can propose amendments to the bylaw amendment when it passes via email.  It appears that this is final.

[jstackpo]

I, just to add another disparate voice, think your tellers don't know how to count.

If two ballots came back blank then only 41 votes were cast.  40 "yes"  to  1 "No"  certainly meets the "2/3 vote" requirement of the OP's strange bylaw but it looks like the total of 41 votes cast is WAAAY short of the "Majority of eligible votes cast" requirement.    The "majority of ... votes cast" is sort of equivalent to the quorum requirement of an in-person meeting.   Therefore the amendment failed because there wasn't a "quorum" "present" where the quorum is established by the "presence" of a sufficient  number of votes cast.

And yes, e-mail or other absentee voting systems do not allow for consideration of amendments.  You need a real meeting for that.

[Joshua Katz]

I agree with Dr. Stackpole except that I have seen sets of rules for email voting that allow for amendments. But they haven't worked well.

[Mark Apodaca, PRP]

4 hours ago, Gary Novosielski said:

I suspect you and Mr. Brown have it right.  On initial reading I somehow got the impression that this was a newly forming organization, but that's not supported by re-reading it.

Thank you!

[Mark Apodaca, PRP]

1 hour ago, jstackpo said:

I, just to add another disparate voice, think your tellers don't know how to count.

If two ballots came back blank then only 41 votes were cast.  40 "yes"  to  1 "No"  certainly meets the "2/3 vote" requirement of the OP's strange bylaw but it looks like the total of 41 votes cast is WAAAY short of the "Majority of eligible votes cast" requirement.    The "majority of ... votes cast" is sort of equivalent to the quorum requirement of an in-person meeting.   Therefore the amendment failed because there wasn't a "quorum" "present" where the quorum is established by the "presence" of a sufficient  number of votes cast.

And yes, e-mail or other absentee voting systems do not allow for consideration of amendments.  You need a real meeting for that.

Thank you!

[Mark Apodaca, PRP]

I appreciate all your responses.  Thank you.  I will read them again and again.  I will meet with the President and Chair of the Bylaws Committee on Saturday and Sunday to break the news and share with them what you have shared with me.  I agree that none of the amendments passed.  They cannot be brought up again during the conference because only email vote is allowed.  I would propose that the organization changes the bylaws to allow the amendments be brought to the conference so the membership can vote on them.

[jstackpo]

11 hours ago, Mark Apodaca said:

I would propose that the organization changes the bylaws to allow the amendments be brought to the conference so the membership can vote on them.

And if you do that -- a good and proper idea -- do NOT allow for e-mail votes to be made for those same motions/amendments.  See page 423, line 25ff.

[Gary Novosielski]

On 6/27/2019 at 9:52 PM, jstackpo said:

... your tellers don't know how to count.

You had ONE job...

[Mark Apodaca, PRP]

I am at a conference in San Diego, California and will serve as the parliamentarian beginning tomorrow morning.  The concern the board has is how many voting members will show up for the general meeting.  In the past, the number of voting members showing up had been small.  Yesterday I had a discussion with the board and explained that according to the bylaws, 10% of all voting members in good standing means that if the organization has 400 voting members and 45 voting members show up at the general meeting, quorum is met (quorum will be 41).  If voting members leave the meeting, it would affect the quorum.  Meaning that if 10 leave the meeting dropping the total of voting members to 35, quorum will not be met.  

They seem to think that if 100 voting members registered for the conference, the quorum will be 10.  My argument is that does not meet the definition of the bylaws below.  Your thoughts?

ARTICLE IV – MEETINGS

Section 1, General Meetings.

General meetings of the membership shall be held biennially during odd numbered years at a location and date to be determined by the Board of Directors.

Section 2, Quorum.

For the purpose of conducting meetings, at least one-tenth (10%) voting members in good standing shall constitute a quorum. For issues involving the ASLTA Evaluation & Certification System, only members holding ASLTA certification may vote and at least one-tenth (10%) voting members in good standing holding certification shall constitute a quorum (See Article III, Section 1.2).

 

North Carolina Law

§ 55A-7-22.  Quorum requirements.

(a)        Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.  Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

[Gary Novosielski]

That is a matter of bylaws interpretation which only your organization can accomplish.

I could probably argue that both ways.  

[Joshua Katz]

I agree with Mr. Novosielski. However, I'd add one small point:

19 minutes ago, Mark Apodaca said:

Yesterday I had a discussion with the board and explained that according to the bylaws, 10% of all voting members in good standing means that if the organization has 400 voting members and 45 voting members show up at the general meeting, quorum is met (quorum will be 41).

Working with your interpretation, I do not think a quorum of 41 follows. Rather, if there are 400 voting members, I think the quorum would be 40. It says 10%, not more than 10%.

[Gary Novosielski]

Yes, I concur.  I noticed that on first reading but forgot to mention it.

[Atul Kapur]

I have to disagree with Mssrs. Novosielski and Katz.

I think there is only one reasonable interpretation: quorum is 10% of the voting membership. This is not a convention where delegates have to register and be credentialled by adoption of the roll of delegates submitted by the credentials committee. In that case, the total voting membership are the delegates. This is a general meeting of the members and the total voting membership is the entire membership.

I agree that means 40 if there are 400 members (and 41 if there are between 401 and 410 members).

The excerpt from North Carolina act appears to say that once you have achieved quorum, you have it for the entire meeting, so people who leave do not affect the validity of the actions taken at the meeting. But I'm not a lawyer and not giving you legal advice.

[Shmuel Gerber]

On 6/30/2019 at 1:29 PM, Atul Kapur said:

(and 41 if there are between 401 and 410 members).

I think you mean that it's 41 if the number of members is more than 400 but less than or equal to 410. (Technically, "between" is not inclusive.)

[Shmuel Gerber]

On 6/30/2019 at 10:42 AM, Mark Apodaca said:

North Carolina Law

§ 55A-7-22.  Quorum requirements.

(a)        Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.  Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

 

On 6/30/2019 at 1:29 PM, Atul Kapur said:

The excerpt from North Carolina act appears to say that once you have achieved quorum, you have it for the entire meeting, so people who leave do not affect the validity of the actions taken at the meeting. But I'm not a lawyer and not giving you legal advice.

Actually, it seems to say a lot more than that. Suppose 20 members show up and then 15 of them leave. Then another 20 members show up. This rule would seem to indicate that a quorum of 40 members has now been obtained, even though there were never more than 25 members in the room at one time.

[Gary Novosielski]

On 7/1/2019 at 6:20 PM, Shmuel Gerber said:

 

Actually, it seems to say a lot more than that. Suppose 20 members show up and then 15 of them leave. Then another 20 members show up. This rule would seem to indicate that a quorum of 40 members has now been obtained, even though there were never more than 25 members in the room at one time.

And if an adjourned meeting is set, and three people show up to it, they're good to go.