bylaw amendments

[Guest guest]

I understand that when amending bylaws of an organization, this must be achieved by the approval of 2/3rd majority vote of membership.  My question is this: is this a vote consisting of the entire membership that is present at the meeting,  or is it a vote of the entire membership whether they are present or not.   Bylaws states must be approved by a 2/3rds majority vote of the membership.  

[Josh Martin]

8 minutes ago, Guest guest said:

I understand that when amending bylaws of an organization, this must be achieved by the approval of 2/3rd majority vote of membership.  My question is this: is this a vote consisting of the entire membership that is present at the meeting,  or is it a vote of the entire membership whether they are present or not.   Bylaws states must be approved by a 2/3rds majority vote of the membership.  

Please quote the exact language from your bylaws on this subject.

Edited May 23, 2020 at 03:20 AM by Josh Martin

[Guest guest]

the exact language states [a]fter a 30 day review period, bylaw amendments may be approved by two-thirds majority vote of the membership.  

[Guest guest]

25 minutes ago, Josh Martin said:

Please quote the exact language from your bylaws on this subject.

 

25 minutes ago, Josh Martin said:

Please quote the exact language from your bylaws on this subject.

It states [A]fter a thirty day review period, the amendments may be approved by two-thirds majority vote of the membership.  

[Guest guest]

your bylaws seem to say 2/3 Rd of the (total) membership.

so that means that if there are 98 members and only 65 show up at that meeting you cannot change the bylaws. (you need 66 votes in favour)

you do have very high requirements normally it is only

-more than half of the total membership. (so more than 48 votes in favour)

or

- more than 2/3 of members voting, while there is a quorum and the change was previously announced.

ps use this only as a first draft, others are much more knowledgable than me.

 

[Rob Elsman]

The term "two-thirds majority" is highly improper, in the parliamentary sense.  "Two-thirds vote" is the technical term you are looking for. It is formally defined in RONR.

[Guest guest]

4 hours ago, Guest guest said:

your bylaws seem to say 2/3 Rd of the (total) membership.

so that means that if there are 98 members and only 65 show up at that meeting you cannot change the bylaws. (you need 66 votes in favour)

you do have very high requirements normally it is only

-more than half of the total membership. (so more than 48 votes in favour)

or

- more than 2/3 of members voting, while there is a quorum and the change was previously announced.

ps use this only as a first draft, others are much more knowledgable than me.

 

Thank you 

[Guest guest]

1 hour ago, Rob Elsman said:

The term "two-thirds majority" is highly improper, in the parliamentary sense.  "Two-thirds vote" is the technical term you are looking for. It is formally defined in RONR.

thank you 

[Josh Martin]

11 hours ago, Guest guest said:

It states [A]fter a thirty day review period, the amendments may be approved by two-thirds majority vote of the membership.  

In my view, the meaning of this sentence is ambiguous. It does not exactly match any of the recommended wordings in RONR. In the general case, voting requirements are not based on either the members present or the total membership - rather, they are based on a proportion of the members present and voting. In other words, members who are absent are not included in the total, and neither are members who abstain. Since this is the default, if this is what is desired, the phrasing would simply be "two-thirds vote."

If an organization instead intends to base the requirement on a proportion of the members present (that is, members who abstain are included in the total, but members who are absent are not), the recommended wording would be "a vote of two thirds of the members present." RONR notes that such requirements "are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively." (RONR, 11th ed., pg. 403)

Finally, an organization could base the requirement on a proportion of the total membership (that is, all members count in the total, including those who abstain and even those who are absent). In such a case, the recommended wording is "a vote of two thirds of the entire membership." RONR notes, however, that such expressions "should never be used in ordinary societies, especially in large organizations. In such societies two thirds of the entire membership would rarely, if ever, be present at a meeting." (RONR, 11th ed., pg. 582)

The phrase "two-thirds majority vote of the membership" does not quite match any of these. Even if we ignore the word "majority," and read the phrase as "two-thirds vote of the membership," the meaning is still ambiguous. I often see organizations use expressions like this, and it is not always clear whether the intent of the words "of the membership" is actually intended to change the basis of approval or if it is simply intended to clarify that the membership is the body which is voting (as opposed to, for instance, the board of directors). I generally advise that if the latter is the intent, organizations use an expression such as "approved by the membership by a 2/3 vote" to avoid such confusion.

Unless and until the bylaws are amended, however, the organization will need to interpret the bylaws as they are currently written as best as it can. As I have noted above, I think the sentence as it is written is too ambiguous to come to a definitive conclusion based on this sentence in isolation. It may be that, when read in its full context, the meaning of the sentence becomes more clear. The society may also wish to review RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

I will say that I do not think, based upon the facts provided, that it would be a reasonable interpretation to conclude that the meaning of the phrase is "a vote of two thirds of the members present." The word "present" does not appear at all in the rule. It seems most reasonable to conclude either a) the intent of the words "of the membership" is simply to clarify which body is voting, in which case the phrase simply means a default "two thirds vote," which is a vote of two thirds of the members present and voting, or b) the intent of the words "of the membership" is intended to refer to the membership in its entirety, in which case the phrase means "a vote of two thirds of the entire membership."

Finally, while I do not think it alters the meaning of the phrase, I concur with Mr. Elsman that the expression "two-thirds majority" is improper and should be avoided. "Two-thirds vote" is the correct term.

5 hours ago, Guest guest said:

your bylaws seem to say 2/3 Rd of the (total) membership.

so that means that if there are 98 members and only 65 show up at that meeting you cannot change the bylaws. (you need 66 votes in favour)

you do have very high requirements normally it is only

-more than half of the total membership. (so more than 48 votes in favour)

or

- more than 2/3 of members voting, while there is a quorum and the change was previously announced.

ps use this only as a first draft, others are much more knowledgable than me.

I am not as certain regarding the meaning of the phrase. In my view, it is ambiguous.

I agree that, if the phrase does in fact mean a vote of two-thirds of the entire membership (even with notice), this is unusually high. I would quibble slightly with the suggestion that the "normal" requirement is a 2/3 vote with notice or a vote of a majority of the entire membership without notice. While this is the requirement if the bylaws are silent regarding their amendment, RONR recommends that societies adopt their own rules in their bylaws regarding their amendment. While many societies do indeed adopt the requirement of a 2/3 vote with notice, societies generally do not include an alternative permitting the bylaws to be amended without notice, at least in my experience.

[Guest guest]

29 minutes ago, Josh Martin said:

In my view, the meaning of this sentence is ambiguous. It does not exactly match any of the recommended wordings in RONR. In the general case, voting requirements are not based on either the members present or the total membership - rather, they are based on a proportion of the members present and voting. In other words, members who are absent are not included in the total, and neither are members who abstain. Since this is the default, if this is what is desired, the phrasing would simply be "two-thirds vote."

If an organization instead intends to base the requirement on a proportion of the members present (that is, members who abstain are included in the total, but members who are absent are not), the recommended wording would be "a vote of two thirds of the members present." RONR notes that such requirements "are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively." (RONR, 11th ed., pg. 403)

Finally, an organization could base the requirement on a proportion of the total membership (that is, all members count in the total, including those who abstain and even those who are absent). In such a case, the recommended wording is "a vote of two thirds of the entire membership." RONR notes, however, that such expressions "should never be used in ordinary societies, especially in large organizations. In such societies two thirds of the entire membership would rarely, if ever, be present at a meeting." (RONR, 11th ed., pg. 582)

The phrase "two-thirds majority vote of the membership" does not quite match any of these. Even if we ignore the word "majority," and read the phrase as "two-thirds vote of the membership," the meaning is still ambiguous. I often see organizations use expressions like this, and it is not always clear whether the intent of the words "of the membership" is actually intended to change the basis of approval or if it is simply intended to clarify that the membership is the body which is voting (as opposed to, for instance, the board of directors). I generally advise that if the latter is the intent, organizations use an expression such as "approved by the membership by a 2/3 vote" to avoid such confusion.

Unless and until the bylaws are amended, however, the organization will need to interpret the bylaws as they are currently written as best as it can. As I have noted above, I think the sentence as it is written is too ambiguous to come to a definitive conclusion based on this sentence in isolation. It may be that, when read in its full context, the meaning of the sentence becomes more clear. The society may also wish to review RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

I will say that I do not think, based upon the facts provided, that it would be a reasonable interpretation to conclude that the meaning of the phrase is "a vote of two thirds of the members present." The word "present" does not appear at all in the rule. It seems most reasonable to conclude either a) the intent of the words "of the membership" is simply to clarify which body is voting, in which case the phrase simply means a default "two thirds vote," which is a vote of two thirds of the members present and voting, or b) the intent of the words "of the membership" is intended to refer to the membership in its entirety, in which case the phrase means "a vote of two thirds of the entire membership."

Finally, while I do not think it alters the meaning of the phrase, I concur with Mr. Elsman that the expression "two-thirds majority" is improper and should be avoided. "Two-thirds vote" is the correct term.

I am not as certain regarding the meaning of the phrase. In my view, it is ambiguous.

I agree that, if the phrase does in fact mean a vote of two-thirds of the entire membership (even with notice), this is unusually high. I would quibble slightly with the suggestion that the "normal" requirement is a 2/3 vote with notice or a vote of a majority of the entire membership without notice. While this is the requirement if the bylaws are silent regarding their amendment, RONR recommends that societies adopt their own rules in their bylaws regarding their amendment. While many societies do indeed adopt the requirement of a 2/3 vote with notice, societies generally do not include an alternative permitting the bylaws to be amended without notice, at least in my experience.

Thank you, this clarifies a lot for me.  Being new to RONR, I am trying to understand things as I go.  But it is indeed a lot to learn.  I appreciate so much forums such as these as I learn RONR.  

[Gary Novosielski]

17 hours ago, Guest guest said:

your bylaws seem to say 2/3 Rd of the (total) membership.

so that means that if there are 98 members and only 65 show up at that meeting you cannot change the bylaws. (you need 66 votes in favour)

you do have very high requirements normally it is only

-more than half of the total membership. (so more than 48 votes in favour)

or

- more than 2/3 of members voting, while there is a quorum and the change was previously announced.

ps use this only as a first draft, others are much more knowledgable than me.

 

I do not agree that this clearly requires agreement of 2/3 of the entire membership, although it is admittedly a badly written rule.  If the requirement is a 2/3 vote, then the word "majority" does not belong there.  And I concur with Mr. Martin that the mention of the membership is likely just to confirm which group must hold the vote

However, while a "majority" vote means more than half. a 2/3 vote does not mean more than 2/3.  It means 2/3 or more.

[Richard Brown]

I concur with Mr. Martin and Mr. Novosielski in that I agree that the term in question is ambiguous and your organization will have to interpret it, but I personally would interpret it as requiring an ordinary two-thirds vote of those members present and voting.  I believe that if the intent is to require a two thirds vote of the ENTIRE membership, the bylaw provision should clearly say that.  This one  does not.

Edited to add:  I think that the clause "of the membership" is simply stating that it is the membership, rather than the board or some other body, that must approve bylaw amendments.

Edited May 28, 2020 at 05:27 PM by Richard Brown
Added last paragraph