Amending a Standing Rule

[Tomm]

2:23 says you only require a majority vote to adopt a Standing Rule.

I believe that within 2:23, 35:2(7) requires a Standing Rule can be amended by either a majority vote with previous notice or 2/3 vote of the majority of the entirel membership?

The Articles of Incorporation gives our board the ability to:

"3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation."

"4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

I'm not sure how those rules pertain to adopting Standing Rules but my question would be; If the board is only comprised of 9 members, then it seems that it would actually take a lesser number of members to amend a Standing Rule than 2/3rds?

Previous notice and 2/3rds = 6 board members

Majority of the entire membership = 5 board members

Do I understand that correctly?

[Joshua Katz]

I think your question is not really about standing rules, but about vote thresholds when there are 9 people. I'd note that 2/3, though, is not 6, it's 2/3 of those voting, which could be as few as one person. 

The threshold for amend something previously adopted is a majority vote with notice, 2/3 vote, or a majority of the entire membership voting in the affirmative, any one of which will suffice.

Majority is also defined with reference to the number voting.

A majorty of the entire membership is 5.

So, a majority of the entire membership may be less than or more than 2/3, depending on how many vote.

Things get more interesting if you have only 7.

[Tomm]

On 12/17/2021 at 7:21 PM, Joshua Katz said:

I think your question is not really about standing rules, but about vote thresholds when there are 9 people.

Correct, that was my main concern.

Under normal circumstance where the assembly is much larger and the board lacks such plenary power as ours does, a majority of the entire membership is typically a much larger and harder number to achieve!?!?

[Atul Kapur]

It's not really dependent on the size of the membership but the percentage of the membership who attend a particular meeting.

That is often, but not always, inversely related to the size of the membership. The nature of the organization plays a big role, as well.

[Richard Brown]

On 12/17/2021 at 7:45 PM, Tomm said:

. . .  If the board is only comprised of 9 members, then it seems that it would actually take a lesser number of members to amend a Standing Rule than 2/3rds?

What makes you think the board has the authority to adopt or amend standing rules for the membership?  

[Tomm]

On 12/17/2021 at 9:02 PM, Richard Brown said:

What makes you think the board has the authority to adopt or amend standing rules for the membership?  

Because the Articles of Incorporation seem to have given them the authority, (see above)

[Tom Coronite]

But what you’ve quoted in the original post mentions bylaws only, not standing rules.

[Tomm]

On 12/17/2021 at 9:02 PM, Richard Brown said:

What makes you think the board has the authority to adopt or amend standing rules for the membership?  

 

On 12/18/2021 at 4:03 AM, Tom Coronite said:

But what you’ve quoted in the original post mentions bylaws only, not standing rules.

Believe me, I know exactly where you're going with those comments and question and don't think the same question of their authority hasn't crossed my mind as well. That is perhaps a question for another day.

My main objective was to understand how the difference between a majority of the entire membership and a 2/3rd's vote with previous can sometimes seem to go upside down depending on the size of the membership.

[Dan Honemann]

On 12/18/2021 at 9:15 AM, Tomm said:

My main objective was to understand how the difference between a majority of the entire membership and a 2/3rd's vote with previous can sometimes seem to go upside down depending on the size of the membership.

A careful reading of RONR, 12th ed., 44:1-10 (particularly 44:7-8) should answer all of your questions in this regard.

[J. J.]

On 12/18/2021 at 9:15 AM, Tomm said:

 

Believe me, I know exactly where you're going with those comments and question and don't think the same question of their authority hasn't crossed my mind as well. That is perhaps a question for another day.

My main objective was to understand how the difference between a majority of the entire membership and a 2/3rd's vote with previous can sometimes seem to go upside down depending on the size of the membership.

It can.  You might want to get a copy of an article titled "The Suspension Paradox," National Parliamentarian, Fourth Quarter 1998, which comes close to explaining it. 

[Gary Novosielski]

On 12/17/2021 at 8:45 PM, Tomm said:

2:23 says you only require a majority vote to adopt a Standing Rule.

I believe that within 2:23, 35:2(7) requires a Standing Rule can be amended by either a majority vote with previous notice or 2/3 vote of the majority of the entirel membership?

The Articles of Incorporation gives our board the ability to:

"3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation."

"4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

I'm not sure how those rules pertain to adopting Standing Rules but my question would be; If the board is only comprised of 9 members, then it seems that it would actually take a lesser number of members to amend a Standing Rule than 2/3rds?

Previous notice and 2/3rds = 6 board members

Majority of the entire membership = 5 board members

Do I understand that correctly?

Yes, you do.  In (usually small) groups where all or nearly all members are typically present and voting, a majority of the entire membership will be a lower threshold.