As written, what constitutes majority?

[glaufman]

Our club has a 10 person board.  A paragraph in the Constitution reads:

"The presence of not less than sixty percent (60%), six (6) members of the Board of Trustees shall constitute a quorum at all meetings of the Board, for the purpose of conducting club business.  The vote of a majority of the members of such a quorum shall be the act of the Board."

Does this wording mean that if, say 8 Board members are present, a motion requires 5 votes to pass, regardless of how many votes are cast?

Part 2: Does that imply (in the absence of any language otherwise) that ALL votes of the Board shall be counted (by division)?

[Joshua Katz]

On 10/26/2021 at 7:18 PM, glaufman said:

Does this wording mean that if, say 8 Board members are present, a motion requires 5 votes to pass, regardless of how many votes are cast?

 

I don't think so. It says "of such a quorum." If, say, 7 are present, then the quorum present is 7 people, and a majority of that is 4. Of course, it would be better to do away with this language, as the vote required to take actions is specified in RONR.

On 10/26/2021 at 7:18 PM, glaufman said:

Part 2: Does that imply (in the absence of any language otherwise) that ALL votes of the Board shall be counted (by division)?

I don't see how that would follow.

[glaufman]

Thanks, but I'm not sure I explained the question properly... Or maybe I'm under another misconception:

In your example, with 7 members present, a majority is 4.  Agreed.

Without the language in my club's consritution, if, during a vote, 2 members abstained, so only 5 votes were cast, that motion would only need 3 votes to pass, yes?

Now, same question, but WITH the language cited earlier?

[Joshua Katz]

On 10/26/2021 at 7:29 PM, glaufman said:

Without the language in my club's consritution, if, during a vote, 2 members abstained, so only 5 votes were cast, that motion would only need 3 votes to pass, yes?

Now, same question, but WITH the language cited earlier?

Ah, okay, now I see what you're asking (and how the second question relates). And it's something I've never considered before.

If it said a majority vote of the members of the quorum, I think I'd say no. But this language is a little trickier. I lean towards no, but I'm not certain. (A good reason not to use it.) Let's see what others have to say.

 

[glaufman]

Right.  I lean the same way, and as far as I know, it's been interpreted that way for the past 15 years that I've been a member.  I would prefer it said "With a quorum present, a majority of the votes cast..."

Thank you again, and I look forward to seeing opinions of others.

[Atul Kapur]

In the end, of course, the interpretation is up to the organization itself. It sounds like your organization has been interpreting that language as a majority of the votes cast.

But that is not how I would interpret the language, "The vote of a majority of the members of such a quorum."

The phrase, "vote of a majority of the members of..." suggests a different denominator than votes cast. So, yes, if there were eight members present I would say that an act requires five affirmative votes to be adopted no matter how many abstentions there were.

There is an alternative (but less reasonable) interpretation that "majority of the members of such a quorum" refers to the quorum of six. In that case, any act would require four affirmative votes (a majority of six), no matter how many abstentions there were.

[Richard Brown]

On 10/26/2021 at 10:11 PM, Atul Kapur said:

In the end, of course, the interpretation is up to the organization itself. It sounds like your organization has been interpreting that language as a majority of the votes cast.

But that is not how I would interpret the language, "The vote of a majority of the members of such a quorum."

The phrase, "vote of a majority of the members of..." suggests a different denominator than votes cast. So, yes, if there were eight members present I would say that an act requires five affirmative votes to be adopted no matter how many abstentions there were.

There is an alternative (but less reasonable) interpretation that "majority of the members of such a quorum" refers to the quorum of six. In that case, any act would require four affirmative votes (a majority of six), no matter how many abstentions there were.

I agree with Dr. Kapur's interpretation of the quoted bylaw that if eight members are present, an act of the board would require five affirmative votes regardless of abstentions.  I also agree that his alternative interpretation is probably reasonable, but it is not an interpretation that I would go with. I wish the phrase "majority of the quorum" and similar phrases could be banned! 

Agreeing again with Dr. Kapur, it is up  to the members of the organization to interpret this provision.

[Dan Honemann]

On 10/27/2021 at 10:50 AM, Richard Brown said:

I wish the phrase "majority of the quorum" and similar phrases could be banned! 

Trouble is, it's been around for well over 100 years, and has been given the blessing of the Supreme Court of the United States in U.S. v Ballin, 144 U.S. 1 (1892). It's going to be rather tough to get rid of it now. 🙂

[Richard Brown]

On 10/27/2021 at 10:37 AM, Dan Honemann said:

Trouble is, it's been around for well over 100 years, and has been given the blessing of the Supreme Court of the United States in U.S. v Ballin, 144 U.S. 1 (1892). It's going to be rather tough to get rid of it now. 🙂

I know!!!!  It was a really dumb "blessing" by the Supreme Court.  But I still wish the phrase could be banned!  All it does is cause problems.  
Thank goodness RONR never adopted it and does not recommend it!! 

Edited October 27, 2021 at 03:54 PM by Richard Brown
Added last sentence

[Weldon Merritt]

On 10/27/2021 at 9:45 AM, Richard Brown said:

I know!!!!  It was a really dumb "blessing" by the Supreme Court.  But I still wish the phrase could be banned!  All it does is cause problems.  
Thank goodness RONR never adopted it and does not recommend it!! 

I concur. But of course, as we all know, the bylaws trump RONR. So if an organization chooses to put it into their bylaws, what RONR says about it is irrelevant.

[Richard Brown]

On 10/27/2021 at 10:59 AM, Weldon Merritt said:

I concur. But of course, as we all know, the bylaws trump RONR. So if an organization chooses to put it into their bylaws, what RONR says about it is irrelevant.

I agree, and both Dr. Kapur and I interpreted it in light of the language used in the bylaws.  But I added my opinion that it is a definition bylaw language I wish people would not use because it causes just the kinds of problems that are the topic of this thread.

Edited October 27, 2021 at 04:09 PM by Richard Brown
Edited as indicated by strikethrough and underine

[Weldon Merritt]

On 10/27/2021 at 10:03 AM, Richard Brown said:

I agree, and both Dr. Kapur and I interpreted it in light of the language used in the bylaws.  But I added my opinion that it is a definition I wish people would not use because it causes just the kinds of problems that are the topic of this thread.

I understand, and agree. I just don't know any practical way it can be "banned." The only effective remedy that I see is better education.

[Richard Brown]

On 10/27/2021 at 11:10 AM, Weldon Merritt said:

I understand, and agree. I just don't know any practical way it can be "banned." The only effective remedy that I see is better education.

Weldon, my friend, I hope you do not think I seriously think it can be banned.  How about: I think it is language that should never be used to express a vote requirement.  Better?   I know, someone can probably  nitpick that, too.  We all know it is language that is problematic and that we should avoid using.  I know we can't ban it, but I still wish we could! 

Edited to add:  Maybe we can agree that "majority of the quorum" "is a term that should be avoided", much as RONR uses that language to say that the term (or title) "co-chairman" "should be avoided" because of the problems it causes in §13:17.

 I still prefer banning it, but I'll settle for avoiding it.

Edited October 27, 2021 at 04:51 PM by Richard Brown
Added ast two paragraphs

[Weldon Merritt]

On 10/27/2021 at 10:23 AM, Richard Brown said:

Weldon, my friend, I hope you do not think I seriously think it can be banned. 

No, Richard; I knew what you were getting at. But my point is that no matter what RONR says about it, if an organization insists on putting the language in their bylaws, nothing RONR says will matter. And experience shows that organizations put all sorts of unwise things in their bylaws, so matter how strongly RONR recommends against it. 

[Gary Novosielski]

On 10/27/2021 at 11:37 AM, Dan Honemann said:

Trouble is, it's been around for well over 100 years, and has been given the blessing of the Supreme Court of the United States in U.S. v Ballin, 144 U.S. 1 (1892). It's going to be rather tough to get rid of it now. 🙂

One lives in hope.