When Less is More

[Tomm]

Regarding a meeting of the Small Board consisting of 9 Members...

If a motion requires a 2/3rds vote (6 members) the motion can still be passed with a majority of the entire membership (only 5 members), assuming there's nothing in the Bylaws stipulating otherwise.

I know it is what it is, but do you think this is appropriate to use in small boards?

[Richard Brown]

On 11/21/2022 at 2:48 PM, Tomm said:

Regarding a meeting of the Small Board consisting of 9 Members...

If a motion requires a 2/3rds vote (6 members) the motion can still be passed with a majority of the entire membership (only 5 members), assuming there's nothing in the Bylaws stipulating otherwise.

I know it is what it is, but do you think this is appropriate to use in small boards?

In my opinion, yes.   Essentially the same rule is applicable in other circumstances in large assemblies, sch as a motion to amend something previously adopted or the adoption of a special rule of order.  A motion to amend something adopted can be adopted without notice by either a two-thirds vote or the vote of a majority of the entire membership.  A special rule of order can likewise be adopted with either a two thirds vote or the vote of a majority of the entire membership, but the adoption of a special rule of order also requires previous notice. 

The principle is that a two-thirds vote is required for certain actions unless a majority of the entire membership vote to adopt the motion.   In boards, it is often easier to obtain the vote of a majority of the entire membership than to get a two thirds vote, especially if all members are present.

[Tomm]

So then, if the vote was 5-4 and the Chair declared the motion failed, someone should have made a point of order and challenged the ruling?

But once it's pointed out that the majority of the entire membership actually passed the motion then the motion would/should be considered passed!

[Weldon Merritt]

On 11/21/2022 at 3:27 PM, Tomm said:

So then, if the vote was 5-4 and the Chair declared the motion failed, someone should have made a point of order and challenged the ruling?

Yes, that's correct.

On 11/21/2022 at 3:27 PM, Tomm said:

But once it's pointed out that the majority of the entire membership actually passed the motion then the motion would/should be considered passed!

Only if that occurred before the chair moved on to new business. If the chair announced that the motion failed, and no one raised an immediate Point of Order, the char's declaration stands. 

[Dan Honemann]

On 11/21/2022 at 3:48 PM, Tomm said:

Regarding a meeting of the Small Board consisting of 9 Members...

If a motion requires a 2/3rds vote (6 members) the motion can still be passed with a majority of the entire membership (only 5 members), assuming there's nothing in the Bylaws stipulating otherwise.

I know it is what it is, but do you think this is appropriate to use in small boards?

But in a meeting of a board consisting of 9 members, a motion that requires a two-thirds vote does not require 6 votes to be adopted. It requires only two-thirds of the votes cast.  This may be far fewer than 6.

[Josh Martin]

On 11/21/2022 at 2:48 PM, Tomm said:

Regarding a meeting of the Small Board consisting of 9 Members...

If a motion requires a 2/3rds vote (6 members) the motion can still be passed with a majority of the entire membership (only 5 members), assuming there's nothing in the Bylaws stipulating otherwise.

I know it is what it is, but do you think this is appropriate to use in small boards?

First, there are some important clarifications that need to be made:

• It is not categorically correct that "If a motion requires a 2/3 vote the motion can still be passed with a majority of the entire membership, assuming there's nothing in the Bylaws stipulating otherwise." There is nothing in RONR which provides that this is categorically the case. There are many cases where a majority of the entire membership is a permissible alternative, but not all of them. (I would also note that a Special Rule of Order would also be sufficient to override RONR on this point.)
• It is not necessarily correct that six votes will be required for a 2/3 vote in a nine member board. You appear to be assuming that every member is present and voting, which may or may not be the case in a particular circumstance.

In any event, yes, I do think it is entirely appropriate that RONR provides, in many cases, that a majority of the entire membership is a permissible alternative to a 2/3 vote, even for a small board. The purpose of many rules requiring a higher vote for various items is to prevent a temporary majority from taking action, which is not a concern if the vote is a majority of the entire membership.

If a particular organization disagrees, it is free to adopt its own rules on this point.

On 11/21/2022 at 4:27 PM, Tomm said:

So then, if the vote was 5-4 and the Chair declared the motion failed, someone should have made a point of order and challenged the ruling?

But once it's pointed out that the majority of the entire membership actually passed the motion then the motion would/should be considered passed!

This seems correct, although I concur with Mr. Merritt that the Point of Order and Appeal would need to be raised promptly.

[Gary Novosielski]

On 11/21/2022 at 3:48 PM, Tomm said:

Regarding a meeting of the Small Board consisting of 9 Members...

If a motion requires a 2/3rds vote (6 members) the motion can still be passed with a majority of the entire membership (only 5 members), assuming there's nothing in the Bylaws stipulating otherwise.

I know it is what it is, but do you think this is appropriate to use in small boards?

Yes.  Small Board Rules do not change any voting thresholds.   Whenever a sufficient fraction of an entire membership attends, the majority of the entire membership will be easier to achieve than a two-thirds vote. Attendance is usually better in small assemblies but the principle remains.

 

[Tomm]

On 11/22/2022 at 2:26 PM, Gary Novosielski said:

Yes.  Small Board Rules do not change any voting thresholds.   Whenever a sufficient fraction of an entire membership attends, the majority of the entire membership will be easier to achieve than a two-thirds vote. Attendance is usually better in small assemblies but the principle remains.

So there seems to be a hierarchy between a 2/3rd's requirement and the majority of the entire membership. Seems that you can have a 2/3rd's vote fail because you didn't achieve the 2/3rd's but the same vote that caused the motion to fail can also cause it to pass based on a majority of the entire membership.

In the scenario above, a 5-4 vote failed the 2/3rd's requirement but the motion could still be passed using the majority of the entire membership! So it seems to me that the Small Board Rules do, in fact, affect the voting thresholds considering it's much easier to achieve the majority of the entire membership in small boards!

What am I missing? 

[Gary Novosielski]

On 11/22/2022 at 4:41 PM, Tomm said:

So there seems to be a hierarchy between a 2/3rd's requirement and the majority of the entire membership. Seems that you can have a 2/3rd's vote fail because you didn't achieve the 2/3rd's but the same vote that caused the motion to fail can also cause it to pass based on a majority of the entire membership.

In the scenario above, a 5-4 vote failed the 2/3rd's requirement but the motion could still be passed using the majority of the entire membership! So it seems to me that the Small Board Rules do, in fact, affect the voting thresholds considering it's much easier to achieve the majority of the entire membership in small boards!

What am I missing? 

You're missing the fact that the small board rules have nothing directly to do with the math.

If any assembly of any size has sufficiently good attendance, the number of votes required for a majority of the entire membership (MEM) can be lower than that for a two-thirds vote.  In a 90-member assembly, the MEM is 46, but a two-thirds vote is 60, if all 90 attend and vote.

The only difference is that in smaller sized assemblies, high attendance is more common, while in larger groups there are likely to be more absentees  Lower percentage attendance lowers the threshold for a two-thirds vote but does not affect that of the MEM, so achieving MEM becomes more difficult, and if 50 % or less, it becomes impossible, even if a quorum still remains.

On your nine-member board, if only 6 attend, the MEM remains 5, but a two-thirds vote is now 4, if all vote.

 

Edited November 22, 2022 at 10:29 PM by Gary Novosielski

[Richard Brown]

On 11/22/2022 at 3:41 PM, Tomm said:

So it seems to me that the Small Board Rules do, in fact, affect the voting thresholds considering it's much easier to achieve the majority of the entire membership in small boards!

As Mr. Novosielski has tried explaining to you, the small board rules have nothing to do with this.  The situation will be exactly the same with regard to voting thresholds regardless of whether the small board rules are being used.

[Josh Martin]

On 11/22/2022 at 3:41 PM, Tomm said:

So there seems to be a hierarchy between a 2/3rd's requirement and the majority of the entire membership. Seems that you can have a 2/3rd's vote fail because you didn't achieve the 2/3rd's but the same vote that caused the motion to fail can also cause it to pass based on a majority of the entire membership.

In the scenario above, a 5-4 vote failed the 2/3rd's requirement but the motion could still be passed using the majority of the entire membership! So it seems to me that the Small Board Rules do, in fact, affect the voting thresholds considering it's much easier to achieve the majority of the entire membership in small boards!

What am I missing? 

There is no "hierarchy." When a motion requires for its adoption a 2/3 vote or a vote of a majority of the entire membership, either of these is sufficient for adoption. So to describe it as the motion simultaneously failing and passing is not correct. Rather, the motion passes if either requirement is met, and it fails if neither requirement is met. It is correct that circumstances will arise where there is less than a 2/3 vote in the affirmative but there is a majority of the entire membership in the affirmative and, as a result, the motion passes. This is an intended feature of the rule.

The purpose of rules which require a 2/3 vote or a vote of a majority of the entire membership for adoption is to prevent a temporary majority from taking the action in question. This is not a concern if a majority of the entire membership supports the action, and certainly is not a concern if the entire membership is present. The intent of the rule is not to provide an absolute requirement for a 2/3 vote. If that was the intent, then the rule would simply require a 2/3 vote for adoption. If an organization wishes to adopt its own rules requiring a 2/3 vote (with no exceptions) it is free to do so. It is not uncommon for an organization to provide such a requirement for certain actions. Often, for example, societies will provide that amending the bylaws will require a 2/3 vote and previous notice, without an alternative.

It is certainly not correct to say that the "Small Board Rules" affect the voting thresholds. First, the voting thresholds themselves remain the same in any event. It is correct that, in assemblies with very high attendance (which is often the case in small boards), it will more frequently be the case that a majority of the entire membership is more easily attained than a 2/3 vote. But that has nothing to do with whether that assembly uses the small board rules.

I will also point out that in a nine member board, the only circumstances in which a majority of the entire membership will be less than a 2/3 vote is if eight or nine members are voting. If fewer than eight members are voting (whether due to absences or abstentions, or a combination thereof), a 2/3 vote will be equal to or lower than a majority of the entire membership.

Edited November 23, 2022 at 01:56 PM by Josh Martin

[Shmuel Gerber]

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