Termination of membership

[AFS1970]

Since these bylaws definitely say 3/4 as opposed to a majority or 2/3, it seems pretty clear based on the idea that nothing is there without a purpose that they wanted the higher number. I suspect that this is because termination of membership is the most serious punishment that an association can give out. It is like a parliamentary death penalty, you cease to be part of the assembly.  Thinking of these fractions in terms of percentages is what helps me understand what I think was the intent. Most motions require 51% to pass, some important motions require 66.6% (effectively 67%) to pass, this one motion is very important so requires 75% to pass.  Not being a member, I can't say for certain that my interpretation is any better than anyone else's, but it seems logical. 

I used to be in an association that had several classes of membership. Not only were some classified as active apart from the others, but the active members had some requirements to meet over the year in order to vote the next year, so you could be in an active class but ineligible to vote. Very cumbersome but it did work for the specific organization. So I can see a similar situation here where defining who can vote on this very important issue may be critical.

This is a very interesting debate, I do learn quite a lot reading these forums. I will throw my decidedly amateur opinion into the non-ambiguous side with J.J. as to me the plain meaning seems clear.

[J. J.]

13 hours ago, Gary Novosielski said:

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.

To me, the very clear text of the rule says ""the active membership in attendance."  That is a very definite number.  It is the number of members in the room at the time that the vote is cast. 

If the bylaws said, "a majority of the members present," do you feel that, barring something else in the bylaws, that could mean anything other than a majority of the members in the room? 

[Richard Brown]

8 minutes ago, J. J. said:

If the bylaws said, "a majority of the members present," do you feel that, barring something else in the bylaws, that could mean anything other than a majority of the members in the room? 

Speaking or myself and not for Gary, the answer depends on what, if anything precedes the phrase "a majority of the members present".  That phrase, taken alone, of course means more than half of the members present.  If the bylaw provision says that something must be "approved by a majority of the members present", I would say that it means, in essence, "a vote of the majority of the members present", although an actual vote might not be necessary with that wording.  It could be, perhaps, that a majority of the members present could accomplish something by signing a petition or a consent form without an actual vote being taken. Nothing about that language requires an actual vote.  It is similar to say that a special meeting must be called upon the request of a majority of the members of the board.   No actual vote is necessary.

The problem with the actual language used in the situation which is the topic of this thread is that the provision uses a term that has a defined meaning in RONR in a non-standard way.  RONR says very explicitly that the term "majority vote" means a majority of the votes cast by members present and voting, excluding blanks and abstentions.  I think it's safe to say that a requirement of a two thirds vote or three fourths vote are  interpreted the same way.... in fact, the book actually says so with regard to a two thirds vote.

RONR then goes on to say, in section 44:10 that any deviation from that standard definition must be "precisely defined in the bylaws or in a special  rule of order"  I do not think the language actually at issue in this thread meets that threshold. I have personally seen too many cases where similar language was used and when the conflict is brought to the attention of the members, they say "oh, we meant just a regular two thirds (or whatever) vote.  Most (but not  all!!!) such members understand that abstentions don't count.

Since the definition of a "majority vote" and "two thirds vote" and presumably a "three fourths vote" are so clearly defined in RONR and RONR requires a CLEAR intent to deviate from that definition, I just don't think the requirement has been satisfied.  There is too great a likelihood that the drafters of the bylaws were attempting to simply define the voting body as several of us have articulated.

[Atul Kapur]

37 minutes ago, J. J. said:

To me, the very clear text of the rule says ""the active membership in attendance."  That is a very definite number.  It is the number of members in the room at the time that the vote is cast. 

If the bylaws said, "a majority of the members present," do you feel that, barring something else in the bylaws, that could mean anything other than a majority of the members in the room? 

That is not where the disagreement lies. "A majority of the members present," is very clear. However, ""A majority vote of the members present," would not be, because the term "majority vote" is clearly and specifically defined, and that definition is not "of the members present." And that's the proper analogy to the question being discussed in this thread, because the language under question is "2/3 vote of" rather than "a vote of 2/3 of"

4 hours ago, AFS1970 said:

Most motions require 51% to pass, some important motions require 66.6% (effectively 67%) to pass

To be specific:

Most motions require > 50% to pass (Not "51%."  Also Not "50% + 1")

Some motions require 66.666666...% (effectively the nearest whole number which is at least 2/3) (unless there is fractional voting)

[Gary Novosielski]

11 hours ago, J. J. said:

To me, the very clear text of the rule says ""the active membership in attendance."  That is a very definite number.  It is the number of members in the room at the time that the vote is cast. 

If the bylaws said, "a majority of the members present," do you feel that, barring something else in the bylaws, that could mean anything other than a majority of the members in the room? 

A vote of a majority of the members present is clear.  But a majority vote of the members present is not the same thing. It is a majority vote.

If the rule said a vote of 3/4 of the active membership in attendance, I agree that is a definite number.  But saying a 3/4 vote of the active membership in attendance does not say that.  It appears to be a 3/4 vote, conducted among the active membership in attendance.

[J. J.]

19 hours ago, Gary Novosielski said:

A vote of a majority of the members present is clear.  But a majority vote of the members present is not the same thing. It is a majority vote.

If the rule said a vote of 3/4 of the active membership in attendance, I agree that is a definite number.  But saying a 3/4 vote of the active membership in attendance does not say that.  It appears to be a 3/4 vote, conducted among the active membership in attendance.

Sorry, that is too much of a stretch for me.  

A 3/4 vote would mean 3/4 of a particular set.  Completely unqualified, that would clearly refer to 3/4 of the vote cast.

That set is given as "the active membership in attendance."  It is the qualification.   Unless "active membership" or "in attendance" is defined differently in the bylaws, that would be those people that are both active members and that are attending.  

[Caryn Ann Harlos]

I absolutely agree with JJ.  They are not ambiguous IMHO.  Additionally, and I don't know if this applies necessarily but in contract law, contracts are construed against the drafter or less powerful party, which in this case would say the wording which gives the higher number which is also what I think it clearly states.