Bylaws change - 2/3 of votes counted or 2/3 of entire membership

[dgger]

A motion to revised one section of our bylaws will be happening at the next member meeting.  With previous notice,  Roberts Rules say we need 2/3 vote. 

My question:  Is that 2/3 of the assembled votes or the 2/3 of the entire organization?

Robert's Rules for Dummies says "Always specify in your bylaws the exact requirements for their amendment. According to Robert’s Rules, you should, at the very least, require a two-thirds vote and previous notice to make any change at all in your bylaws.

 

Our existing bylaws need more specificity and simply say... 

(h) Power of Members to Change Bylaws. The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose.

The Bylaws do also state "In conducting a membership meeting, the President will follow Robert’s Rules of Order to resolve any parliamentary issues."

 

thanks in advance for any help.

[Josh Martin]

16 minutes ago, dgger said:

A motion to revised one section of our bylaws will be happening at the next member meeting.  With previous notice,  Roberts Rules say we need 2/3 vote. 

My question:  Is that 2/3 of the assembled votes or the 2/3 of the entire organization?

Robert's Rules for Dummies says "Always specify in your bylaws the exact requirements for their amendment. According to Robert’s Rules, you should, at the very least, require a two-thirds vote and previous notice to make any change at all in your bylaws.

 

Our existing bylaws need more specificity and simply say... 

(h) Power of Members to Change Bylaws. The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose.

The Bylaws do also state "In conducting a membership meeting, the President will follow Robert’s Rules of Order to resolve any parliamentary issues."

Robert's Rules recommends that the bylaws themselves specify the requirements for their amendment. In the case they they are silent, they may be amended by a 2/3 vote with previous notice or by a vote of a majority of the entire membership.

For the 2/3 vote with previous notice, this is 2/3 of the members present and voting.

[Atul Kapur]

This gives me a sense of deja vu.

I interpret the bylaw quotation as saying that notice is not required if a proposed bylaws amendment is moved at an annual meeting. Notice of the proposed business is, of course, required at a special meeting but I don't think that the bylaw quotation requires notice of the proposed motion itself.

I agree that the bylaw quotation is silent on the vote required to adopt, so the provisions in RONR about the vote required (2/3 vote [of those present and voting] or a majority of the membership) would apply.

[Richard Brown]

47 minutes ago, Atul Kapur said:

I interpret the bylaw quotation as saying that notice is not required if a proposed bylaws amendment is moved at an annual meeting. Notice of the proposed business is, of course, required at a special meeting but I don't think that the bylaw quotation requires notice of the proposed motion itself.

I respectfully disagree with my friend Dr. Kapur as to the notice requirement. My interpretation of section 57:1 (1) is that if the bylaws fail to make any mention of a notice requirement, then previous notice is required by virtue of the rule. Likewise, if the bylaws fail to make mention of the vote requirement, a 2/3 vote (or the vote of a majority of the entire membership) is required to amend the bylaws.

in the case before us, the bylaws provide for WHEN the bylaws may be amended, but they contain no mention whatsoever, one way or the other, of whether notice is required or of the vote requirement. Therefore, the provisions of 57:1 (1) kick in and both notice and a 2/3 vote (or the vote of a majority of the entire membership)  are required In order to amend the bylaws.

 

 

[Atul Kapur]

I knew that we had just discussed this topic. @Joshua Katz and I disagreed with you, @Richard Brown.

But the answer to the question in this thread is simple: 2/3 vote means 2/3 of those present and voting.

 

[J. J.]

I will disagree with the other answers, noting that this will be a question of bylaw interpretation.

The bylaws are not silent about the requirements of amendment.   They say,   "(h) Power of Members to Change Bylaws. The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose."  If that is all that the bylaws say, then that is the total requirement.  It has to be done at a meeting and has to be done by the members, the same way any main motion is adopted.  Had the been silent, the rules in RONR would apply. 

It is certainly advisable to include a clause in the bylaws requiring a greater than majority vote and previous notice for bylaw amendments.  However, the society has not done so at this point. 

[Joshua Katz]

11 hours ago, J. J. said:

They say,   "(h) Power of Members to Change Bylaws. The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose."  If that is all that the bylaws say, then that is the total requirement. 

I am willing to be persuaded by this. In fact, I have brought up this issue many times, here and at unit meetings, and have never found a satisfactory solution. The question, more generally, is when the bylaws are silent on an issue. Here, the bylaws tell us the where, but say nothing about the how, so one answer (one I agreed with above) is that RONR applies on the how. Another answer, though, is that, as J. J. says here, since the bylaws tell us how to amend them, RONR has nothing to say anymore because they are not silent on the topic. 

[J. J.]

6 hours ago, Joshua Katz said:

I am willing to be persuaded by this. In fact, I have brought up this issue many times, here and at unit meetings, and have never found a satisfactory solution. The question, more generally, is when the bylaws are silent on an issue. Here, the bylaws tell us the where, but say nothing about the how, so one answer (one I agreed with above) is that RONR applies on the how. Another answer, though, is that, as J. J. says here, since the bylaws tell us how to amend them, RONR has nothing to say anymore because they are not silent on the topic. 

As I said, I think it is a question of bylaw interpretation.  I think 56:68 (4) is applicable.

[Atul Kapur]

34 minutes ago, J. J. said:

As I said, I think it is a question of bylaw interpretation.  I think 56:68 (4) is applicable.

Looks like we're going to agree to disagree on this. I don't see notice requirement and vote threshold as being "things in the same class."

[Richard Brown]

Folks, Section 57:1 (1) provides the answer and the answer is that to amend these bylaws requires both previous notice and a two thirds vote (or the vote of a majority of the entire membership).  The question isn't whether the bylaws contain a provision for their amendment.  The question is whether the bylaws contain provisions regarding notice and the vote required for amendment.  These bylaws contain neither.  They mention only WHEN the bylaws may be amended, but say nothing whatsoever about notice or the vote required. 

Therefore, per the express terms of 57:1 (1), notice and a two thirds vote (or the vote of a majority of the entire membership) are the requirements for amending these particular bylaws since the bylaws fail to mention either of those items. 

 

[J. J.]

6 minutes ago, Atul Kapur said:

Looks like we're going to agree to disagree on this. I don't see notice requirement and vote threshold as being "things in the same class."

Well, here is question.

The society does not wish to require notice or a two-thirds vote.  How would they write it?

[Joshua Katz]

2 minutes ago, J. J. said:

The society does not wish to require notice or a two-thirds vote.  How would they write it?

Well, when you put it that way: if it wishes to not require a two-third vote, it would write "by a majority vote." If it does not wish to require notice, I don't have a good answer. Which is why I reached the conclusion I did earlier.

[Richard Brown]

6 minutes ago, J. J. said:

Well, here is question.

The society does not wish to require notice or a two-thirds vote.  How would they write it?

"These bylaws may be amended at any meeting by a majority vote and without the requirement of previous notice."   Or even: "These bylaws may be amended at any meeting by by a majority vote without notice".   Or specify whatever vote requirement the society desires.  If it doesn't specify some vote threshold, it defaults to a two thirds vote (or the majority of the entire membership) per Section 57:1 (1) of the 12th edition.

[J. J.]

2 hours ago, Joshua Katz said:

Well, when you put it that way: if it wishes to not require a two-third vote, it would write "by a majority vote." If it does not wish to require notice, I don't have a good answer. Which is why I reached the conclusion I did earlier.

And if the society does not, why would it change the requirement?  If the society has other functions, e.g. hold an annual banquet, would it have to specify that it be gdone by majority vote without notice. 

[Joshua Katz]

1 minute ago, J. J. said:

And if the society does not, why would it change the requirement?  If the society has other functions, e.g. hold an annual banquet, would it have to specify that it be gdone by majority vote without notice. 

There's nothing in RONR saying that an annual banquet requires a 2/3 vote and notice unless the bylaws say otherwise.

[J. J.]

4 minutes ago, Joshua Katz said:

There's nothing in RONR saying that an annual banquet requires a 2/3 vote and notice unless the bylaws say otherwise.

But you have just put a clause into your bylaws specifying that.  By doing so, you may be calling all other actions into question.

Further, when a society puts something in its bylaws, it supersedes the rule in RONR.

[Joshua Katz]

2 minutes ago, J. J. said:

Further, when a society puts something in its bylaws, it supersedes the rule in RONR.

Of course. That's the whole question I'm asking - how much gets superseded? 

2 minutes ago, J. J. said:

But you have just put a clause into your bylaws specifying that.  By doing so, you may be calling all other actions into question.

 

Okay, good point. Although one would hope the reader would see that and recognize "oh, that's to avoid the RONR requirement and doesn't mean the banquet needs a higher threshold." But point taken.

[J. J.]

I would say that it all gets superseded.