Counting Abstentions

[Gary Novosielski]

On 9/16/2022 at 6:55 PM, Dan Honemann said:

 

Well, the Supreme Court of the United States, in U.S. v Ballin, 144 U.S. 1 (1892), told us that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body."

That would not be the first or only time that the Supreme Court got something wrong.  It's clear that they did not actually survey "all parliamentary bodies" before opining on what the "general rule" was.

This is the time-honored principle known as stare iniuste.

[Dan Honemann]

On 9/17/2022 at 3:21 PM, Atul Kapur said:

Where "the act" of the four is to vote in favour. Yes, seven have to be present, but four voting in favour binds the corporation. The point I'm inferring is that three or fewer voting in the affirmative, even if they constitute a majority of those voting, would not bind the corporation.

QED

I don't think it fair to draw this inference from what was said, but once again, I don't think it matters.

[Dan Honemann]

On 9/17/2022 at 8:03 PM, Gary Novosielski said:

That would not be the first or only time that the Supreme Court got something wrong.  It's clear that they did not actually survey "all parliamentary bodies" before opining on what the "general rule" was.

The court didn't get it wrong.  The court simply failed to clearly describe was it was attempting to describe, undoubtedly due to the fact that it was merely obiter dictum.

[puzzling]

On 9/18/2022 at 11:44 AM, Dan Honemann said:

I don't think it fair to draw this inference from what was said, but once again, I don't think it matters.

I am interested in what inference you would draw from it, (my opinion is the same as Mr Kapur, a motion is adopted only if there are more votes for adoption than against AND at majority of the quorum, as stated in the bylaws,  votes for adoption) 

but I am interested in your inference. 

.

[Dan Honemann]

On 9/18/2022 at 7:08 AM, puzzling said:

I am interested in what inference you would draw from it, (my opinion is the same as Mr Kapur, a motion is adopted only if there are more votes for adoption than against AND at majority of the quorum, as stated in the bylaws,  votes for adoption) 

but I am interested in your inference. 

.

The holding was "where the corporation consists of thirteen, there ought to be seven to make a chapter ; but the act of the major number of those seven is binding to the corporation."

Assuming, as I do, that "chapter" means "quorum", I think this tells us that if seven members are present, a quorum is present and the vote of four of those seven members will be binding. This is certainly true. I find nothing here, however, which indicates that a vote of four members is the minimum number of votes required for adoption.  

[puzzling]

On 9/18/2022 at 12:56 PM, Dan Honemann said:

The holding was "where the corporation consists of thirteen, there ought to be seven to make a chapter ; but the act of the major number of those seven is binding to the corporation."

Assuming, as I do, that "chapter" means "quorum", I think this tells us that if seven members are present, a quorum is present and the vote of four of those seven members will be binding. This is certainly true. I find nothing here, however, which indicates that a vote of four members is the minimum number of votes required for adoption.  

but (only) the act of a major number of those seven is binding to the cooperation.

but that adds only after but into only so could be argued about.

It could also be argued that at least 4 votes should be cast, which would mean that a 3-1 vote would adopt  the motion.but a 3-0  vote would not. 

Because of this I would argue that it means at least 4 votes in favour.

Thanks for your (as always) wise opinion

[Guest Ben]

On 9/16/2022 at 7:27 PM, Dan Honemann said:

And where did this idea come from?

 

 

 

 

 

 

Sorry for the confusion..

At the time of this vote our quorum requirement was 7.  There were 11 members present which met our quorum requirement.  When a vote occurred, 5 voted yay, 0 voted nay and 6 abstained.  The way I read things is that with enough being present to conduct business, a majority of that quorum is required for passage unless otherwise specified for things such as 2/3.  I've had people advise that the motion passed, which I disagree.

[puzzling]

On 9/19/2022 at 11:07 AM, Guest Ben said:

Sorry for the confusion..

At the time of this vote our quorum requirement was 7.  There were 11 members present which met our quorum requirement.  When a vote occurred, 5 voted yay, 0 voted nay and 6 abstained.  The way I read things is that with enough being present to conduct business, a majority of that quorum is required for passage unless otherwise specified for things such as 2/3.  I've had people advise that the motion passed, which I disagree.

in general (by the general?) a motion is adopted by a majority vote of the members present and voting. (abstentions are not votes) 

sadly sometimes we see bylaws that state crazy things like

"a majority of the quorum '

and we don't really know what that means.

[Josh Martin]

On 9/19/2022 at 5:07 AM, Guest Ben said:

At the time of this vote our quorum requirement was 7.  There were 11 members present which met our quorum requirement.  When a vote occurred, 5 voted yay, 0 voted nay and 6 abstained.  The way I read things is that with enough being present to conduct business, a majority of that quorum is required for passage unless otherwise specified for things such as 2/3.  I've had people advise that the motion passed, which I disagree.

So I would first note that a quorum is the minimum number of members that must be present to conduct business, and this is not necessarily the same as the actual number of members present. In the scenario you describe, the quorum is seven, and the number of members present is eleven. I am aware that some organizations have historically used the term quorum to refer to the total number of members present, provided that such number is greater than a quorum, but that is not, in fact, what that word means, and using it in that manner only leads to confusion. If it is the desire of an assembly to adopt a rule providing that a majority of the members present is required to adopt a motion, then the rule should say that specifically, rather than attempting to redefine the meaning of the word quorum.

Getting back to your question, when you say this is "the way you read things," what exactly are you reading? Is there a statement in your organization's bylaws or in applicable law which provides "a majority of the quorum" is required to adopt motions? If so, please provide an exact quote of the rule in question.

If there is no such statement in your organization's bylaws or applicable law, then you should listen to the advice you have received. As a matter of the common parliamentary law and RONR, it is entirely correct that what is required to adopt a motion is a majority of the members present and voting. In the circumstances you describe, five members were present and voting, and all five of them voted in favor of the motion, which well exceeds that requirement.

"As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1, emphasis added

I suppose the other potential source of confusion here is the fact that the number of votes cast was less than the quorum, but this is also immaterial. As previously noted, the quorum refers to the number of members who must be present in order to conduct business, and has nothing to do with the number of members voting on any particular question.

"As indicated in 3:3, a quorum in an assembly is the number of members (see definition, 1:4) who must be present in order that business can be validly transacted. The quorum refers to the number of members present, not to the number actually voting on a particular question." RONR (12th ed.) 40:1

Edited September 19, 2022 at 12:55 PM by Josh Martin

[Gary Novosielski]

On 9/18/2022 at 7:02 AM, Dan Honemann said:

The court didn't get it wrong.  The court simply failed to clearly describe was it was attempting to describe, undoubtedly due to the fact that it was merely obiter dictum.

Well, I think getting it wrong is not incompatible with "simply failing".

But since this sets no precedent, it's hardly worth citing, except as a curiosity.