Termination of membership

[Guest hypermom]

From our bylaws:

'Termination  of  membership  requires  a three fourths(3/4)  vote of  the  active
membership in attendance at a regular business meeting or majority vote of the sitting Board of 
Directors. This would constitute removal from the membership rolls.'

 

there were 34 voting members at business meeting.  24 yes, 4 no, 5 blank, and 1 not legible.

Do the blank and not legible votes count towards the total needed for the 3/4 needed? 

If they do count then the member is not terminated as 3/4 of 34 votes = 25.5 or 26 yes votes are needed.

If they don't count then the member is terminated as 3/4 of 28 votes (actual yes and no votes) = 21 yes votes are needed.

Please advise,

Thank you.
 

[Joshua Katz]

5 minutes ago, Guest hypermom said:

Do the blank and not legible votes count towards the total needed for the 3/4 needed? 

 

 

5 minutes ago, Guest hypermom said:

Termination  of  membership  requires  a three fourths(3/4)  vote of  the  active
membership in attendance at a regular business meeting or majority vote of the sitting Board of 
Directors.

Unfortunately (or not) I don't know. This language appears ambiguous, which means only your organization can interpret it. And once it has done so, it should amend the language to unambiguously do what the organization wants it to. 

[Atul Kapur]

I agree with Mr. Katz that it is up to the organization to interpret its own bylaws. But in case it's helpful...

For the following rationale, I would interpret it as saying you need 3/4 of the 34 votes. One of the principles of interpretation is that no words are in the bylaws without purpose (not an exact quote; I don't have the book in front of me). So the addition of the words "in attendance" suggests that the intention is to change the usual denominator from "present and voting" (which in this case would be the 28 votes) to "present."

When you amend the bylaws to remove this ambiguity, the preferred language would be "vote of three-fourths (3/4) of the active membership in attendance at a regular business meeting" if the intent is to require 3/4 of all active members who are present (i.e., abstentions affect the result). Otherwise, if the intent that it be 3/4 of those who actually vote (abstentions, blanks, and illegible votes are ignored completely), then amend the language to say, "a three fourths (3/4) vote at a regular business meeting"

Edited October 8, 2020 at 03:07 AM by Atul Kapur
Tried to clarify last sentence

[J. J.]

"Termination  of  membership  requires  a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting ... ."

 

Assuming that 34 active attend a given meeting, there are 34 active members in attendance.  To me this is no more ambiguous than saying 3/4 of the members present.  While it is inelegantly written, I do not see another  reasonable interpretation, if the bylaws are otherwise silent.

[Dan Honemann]

2 hours ago, J. J. said:

"Termination  of  membership  requires  a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting ... ."

 

Assuming that 34 active attend a given meeting, there are 34 active members in attendance.  To me this is no more ambiguous than saying 3/4 of the members present.  While it is inelegantly written, I do not see another  reasonable interpretation, if the bylaws are otherwise silent.

Well, others apparently do see an ambiguity, as do I.  

[Richard Brown]

49 minutes ago, Daniel H. Honemann said:

Well, others apparently do see an ambiguity, as do I.  

I see an ambiguity, too.  I might lean toward the interpretation J.J. gives it, but it is far from clear and unambiguous.

Edited to add:  the clause ". . . of  the  active membership in attendance at a regular business meeting. . . " could well simply be referring to the voting body.  I notice that the next clause ". . . or majority vote of the sitting Board of Directors" is being interpreted by most of us as simply referring to that particular voting body.  I do not see enough to convince me that when it comes to a vote of the membership, the bylaws actually require "the vote of three fourths (3/4) of the actual membership in attendance. . . ."    "

A "3/4 vote of a body" and "a vote of 3/4 of a body" mean two different things and I don't see enough to convince me that only one of those interpretations is reasonable.

Edited October 8, 2020 at 08:14 PM by Richard Brown
Added last two paragraphs

[Richard Brown]

Concerning the ambiguity that Mr. Honemann, Mr. Katz, Dr. Kapur and I see, I believe it is important to refer to Section 44:10 of RONR which states as follows:

Whenever it is desired that the basis for decision be other than a majority vote or (where the normal rules of parliamentary law require it) a two-thirds vote or a vote of a majority of the entire membership, the desired basis should be precisely defined in the bylaws or in a special rule of order.  (Emphasis added).

I do not view the quoted bylaw provision regarding the vote requirement as clearly or precisely stating and requiring  something different from the standard majority or two-thirds vote as defined by RONR.  The vote requirement for the membership to terminate a member's membership is not clearly or precisely expressed as anything other than a standard two-thirds vote.  It can be interpreted that way, but it is certainly not clearly or precisely defined as being something different. I just don't think the wording is precise enough to clearly overcome the standard definition of a two-thirds vote as defined in RONR.

One more point:  This organization's bylaws may well authorize absentee voting or votes based on the total of the entire membership and the language about requiring "a three fourths(3/4)  vote of  the  active
membership in attendance at a regular business meeting" is intended only to identify the voting body as those active members present as opposed to a voting body which includes absentee votes or a vote of the entire membership. They might also have a class of inactive or associate or honorary members who are intended to be excluded from this particular vote.  It could also be meant to exclude conducting such a vote at a special business meeting. 

 

[J. J.]

For those who see ambiguity, what is an alternative interpretation?

[Richard Brown]

11 minutes ago, J. J. said:

For those who see ambiguity, what is an alternative interpretation?

An ordinary three-fourths vote at a regular meeting of active members or a majority vote of the board of directors. 

[Dan Honemann]

1 hour ago, J. J. said:

For those who see ambiguity, what is an alternative interpretation?

" ... a three fourths (3/4) vote of the active membership in attendance at a regular business meeting ... " can mean what you say it means or it can mean that a three-fourths vote will suffice, the additional language " ...of the active membership in attendance ..." simply being added to identify the group entitled to vote. It does not say "a vote of three-fourths of the active membership in attendance ...", which would be clear. 

[J. J.]

14 hours ago, Daniel H. Honemann said:

" ... a three fourths (3/4) vote of the active membership in attendance at a regular business meeting ... " can mean what you say it means or it can mean that a three-fourths vote will suffice, the additional language " ...of the active membership in attendance ..." simply being added to identify the group entitled to vote. It does not say "a vote of three-fourths of the active membership in attendance ...", which would be clear. 

The line is "a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting (emphasis added)."  To me, that sets a very specific requirement of a certain proportion of membership in attendance.

While the framers may have intended it be a 3/4 vote of the people voting, but the meaning of the words remains clear.  That sets the group on which the proportion is calculated, i.e. a three fourths(3/4)  vote of  the  active membership in attendance.  The only point where it could be clearer is if it was stated as "active members in attendance.

[Richard Brown]

43 minutes ago, J. J. said:

The line is "a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting (emphasis added)."  To me, that sets a very specific requirement of a certain proportion of membership in attendance.

It can also mean simply that the vote must take place at a regular in person meeting as opposed to by mail or electronically.

Edited to add: I still think the provision is ambiguous enough that it is something which the membership must decide for itself. I might lean toward interpreting it the same way you do, and in fact I think I do lean that way, but it is simply not stated with the specificity that I think RONR requires in order to overcome the presumption that it is an ordinary 3/4 vote.

Edited October 9, 2020 at 02:46 PM by Richard Brown
Added last paragraph

[Joshua Katz]

51 minutes ago, J. J. said:

The line is "a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting (emphasis added)."  To me, that sets a very specific requirement of a certain proportion of membership in attendance.

 

But it's a 3/4 vote. If it said a 3/4 vote of the membership, what would that mean? Certainly the interpretation you advocate is reasonable. But so is the interpretation that everything after "vote" tells us who is allowed to vote. That's why I say it's ambiguous. 

[J. J.]

1 hour ago, Joshua Katz said:

But it's a 3/4 vote. If it said a 3/4 vote of the membership, what would that mean? Certainly the interpretation you advocate is reasonable. But so is the interpretation that everything after "vote" tells us who is allowed to vote. That's why I say it's ambiguous. 

 

If it said 3/4 of the membership, alone, I might agree.  It doesn't.  That, "in attendance" set the parameter of the electorate.  Unless there was something else in the bylaws, I cannot see another reasonable interpretation.

It the bylaws said "a majority of the members present," that meaning would to me would be clear.

[J. J.]

1 hour ago, Richard Brown said:

It can also mean simply that the vote must take place at a regular in person meeting as opposed to by mail or electronically.

Edited to add: I still think the provision is ambiguous enough that it is something which the membership must decide for itself. I might lean toward interpreting it the same way you do, and in fact I think I do lean that way, but it is simply not stated with the specificity that I think RONR requires in order to overcome the presumption that it is an ordinary 3/4 vote.

I did say in my initial answer, "if the bylaws are otherwise silent."  If it was possible to vote without being attendance, I might agree. 

[Dan Honemann]

Time to give it up, J.J.

The bylaws, as worded, are inherently ambiguous.

[Atul Kapur]

2 hours ago, J. J. said:

The line is "a three fourths(3/4)  vote of  the  active membership in attendance at a regular business meeting (emphasis added)."  To me, that sets a very specific requirement of a certain proportion of membership in attendance.

While the framers may have intended it be a 3/4 vote of the people voting, but the meaning of the words remains clear.  That sets the group on which the proportion is calculated, i.e. a three fourths(3/4)  vote of  the  active membership in attendance.  The only point where it could be clearer is if it was stated as "active members in attendance.

J.J. I said way earlier in this thread that I thought this was the appropriate interpretation, and based it on the principles of interpretation.

But I've seen too many examples where people insert this language after the words "majority vote" (in this case, 3/4 vote) in the mistaken belief that they need to specify the denominator, when all they are doing is confusing the matter. In my experience, the intent in the vast majority of the cases is not in alignment with what is written down, usually due to ignorance that the default denominator is exactly what they intended.

There is clearly an ambiguity here.

[smb]

For what it's worth, I think this is being made more complicated than it needs to be. The vote required is "a 3/4 vote of the active membership in attendance.  There are two elements: 1) the proportion that must concur, here 3/4; and 2) the set of members to which the proportion applies [44:7]. A "3/4 vote" is syntactically equivalent to RONR's unqualified "two-thirds vote" [44:3].  That is, 3/4 "of the votes cast by persons entitled to vote", excluding blanks or abstentions...[ibid.]  The "persons entitled to vote" are the active members present.  The modifier 'active'  merely refines that set of members and denotes that if there are classifications of membership present other than "active" only the latter have right to vote.   [e.g.., active members as opposed to "associate"  members, "provisional", "student" members, etc.]  Hopefully, their bylaws define "active" somewhere.

There were apparently 34 active members present and entitled to vote.  You do not count the 5 blanks [44:3] so the number of votes cast was 29 [the only ambiguity to me is whether the "unintelligible" should be treated as a blank or something else; I am interpreting RONR literally so it counts as a vote cast.]   3/4 of 29 is 22.  There were 24 yes votes; motion passed.

[Joshua Katz]

We now have one person who thinks one interpretation is clear, and a second who thinks a different interpretation is clear. I think that lends some support to my position that it is ambiguous.

[Richard Brown]

6 minutes ago, Joshua Katz said:

We now have one person who thinks one interpretation is clear, and a second who thinks a different interpretation is clear. I think that lends some support to my position that it is ambiguous.

It’s not just your opinion. I believe it is the majority opinion! 

[Gary Novosielski]

A sense of déjà vu, and a nip of autumn, are in the air.

We've gone 'round and 'round about the difference(s) between:

• a 2/3 vote of <some assembly>; and,
• a vote of 2/3 of <some assembly,

and between:

• a majority vote of the membership; and,
• a vote of a majority of the membership.

In my view, the language in question here is more closely aligned with the first example in each of the above pairs.

[J. J.]

51 minutes ago, Gary Novosielski said:

A sense of déjà vu, and a nip of autumn, are in the air.

We've gone 'round and 'round about the difference(s) between:

• a 2/3 vote of <some assembly>; and,
• a vote of 2/3 of <some assembly,

and between:

• a majority vote of the membership; and,
• a vote of a majority of the membership.

In my view, the language in question here is more closely aligned with the first example in each of the above pairs.

My view that this is not ambiguous is the "the  active membership in attendance."  To me, that clearly set the denominator.  

[Gary Novosielski]

On 10/12/2020 at 12:15 PM, J. J. said:

My view that this is not ambiguous is the "the  active membership in attendance."  To me, that clearly set the denominator.  

And to me it merely identifies the body undertaking the ordinary 2/3 vote.    I do not think it's a stretch to assert that in the phrase 2/3 vote, the fraction is applied to the vote, i.e., to those who cast a vote, while in the phrase 2/3 of those in attendance, the fraction applies to the number in attendance.

If such a mechanistic rule would reduce the ambiguity of some marginal language, then so much the better.  If it strikes some as putting a heavy burden on the turn of a single phrase, I would simply point to the and/or rule for the length of terms, on which hinges the ability to remove an officer--an fair example of heavy lifting by a single word.

[J. J.]

I see no difference between a percentage of "the active membership in attendance," and a percentage "the members present."  I am having a problem based on 44:8. 

[Gary Novosielski]

2 hours ago, J. J. said:

I see no difference between a percentage of "the active membership in attendance," and a percentage "the members present."  I am having a problem based on 44:8. 

The distinction is that only one of my examples is a percentage of members; the other is a percentage of votes, i.e. those (present and ) voting.