Interpretation of "2/3 vote of regular membership"

[Guest Helena]

I'm looking for clarification. Our bylaws state that they can be amended "by a 2/3 vote of the regular membership..." There is a disagreement on what this means. Does this mean 2/3 of the members on our roster (which we never get at meetings) or the RONR definition of "two-thirds of those present and voting"? 

[Richard Brown]

On 1/18/2023 at 6:11 PM, Guest Helena said:

I'm looking for clarification. Our bylaws state that they can be amended "by a 2/3 vote of the regular membership..." There is a disagreement on what this means. Does this mean 2/3 of the members on our roster (which we never get at meetings) or the RONR definition of "two-thirds of those present and voting"? 

The quoted language is somewhat ambiguous, so it is ultimately up to the members of your organization to interpret its own bylaws.  It could mean "a vote of two-thirds of the entire membership" (which is the language suggested by RONR when that is the requirement).  It could also mean the vote of two-thirds of the members present or two-thirds of the members present and voting (a regular two-thirds vote threshold).

My personal interpretation, for whatever it's worth since only your members can make that determination, is that it means "the vote of two-thirds of the entire membership". 

BTW, RONR recommends against the use of a vote threshold of two-thirds of the entire membership because it is so hard for most organizations to obtain.  See 56:55 of RONR (12th ed.).  I suggest that the bylaws be amended at the earliest opportunity to clarify that provision.... if you can manage to do so.  You might also read section 44 of RONR (12th ed.), the section on "The bases for determining a voting result", for more information.

[Guest Helena]

Thanks for your insight! We are in the process of a full revision of our bylaws, which is why this is in question. We have a very vocal camp that agrees with your interpretation of the bylaw, despite it making it difficult to conduct business. We have already addressed this ambiguousness in the proposed bylaws amendments, but we will need to decide what this means before the vote. I know I saw something about voting on an interpretation in RONR (12 ed), but now I can’t seem to find it. Everything seems to be bleeding together… What would be a suggested wording for that motion?

[Caryn Ann Harlos]

Is there any way to find out the original intent when that bylaw was written?

[Caryn Ann Harlos]

And btw, though this is inevitable with ambiguous bylaws, I disagree respectfully with Mr. Brown.  I would interpret this as a normal 2/3 vote.  HOWEVER, the term "regular members" there intrigues me.  Are there other classes of membership?  I don't think I could for certain tell you what my firm opinion on the likely (again lots of room for different opinions here) interpretation without seeing the entire bylaws.

[Richard Brown]

On 1/18/2023 at 10:28 PM, Caryn Ann Harlos said:

I disagree respectfully with Mr. Brown.  I would interpret this as a normal 2/3 vote.

Both interpretations are perfectly reasonable and I was initially inclined to interpret the provision as Ms. Harlos does based on the language "a 2/3 vote of ....".  That language usually signifies a regular two-thirds vote of the members present and voting, whereas "a vote of 2/3 of .... " is the language RONR suggests when the vote is based on the members present or the total membership.  It is the added language "of the regular membership" which gave me pause and causes me to lean toward an interpretation that the provision means "a vote of two-thirds of the entire membership". 

I think both interpretations are perfectly reasonable.  It is ultimately up to your membership to decide what the provision means.

[Josh Martin]

On 1/18/2023 at 8:28 PM, Caryn Ann Harlos said:

And btw, though this is inevitable with ambiguous bylaws, I disagree respectfully with Mr. Brown.  I would interpret this as a normal 2/3 vote.  HOWEVER, the term "regular members" there intrigues me.  Are there other classes of membership?  I don't think I could for certain tell you what my firm opinion on the likely (again lots of room for different opinions here) interpretation without seeing the entire bylaws.

I am in agreement with the interpretation that, generally, this should be interpreted as a 2/3 vote. Often language like this is not intended to modify the voting threshold, but to clarify which body is voting (the membership, not the board).

I am also puzzled as to the meaning of the phrase "regular membership." I wonder if it is simply an alternate term for "general membership."

On 1/18/2023 at 7:52 PM, Guest Helena said:

Thanks for your insight! We are in the process of a full revision of our bylaws, which is why this is in question. We have a very vocal camp that agrees with your interpretation of the bylaw, despite it making it difficult to conduct business. We have already addressed this ambiguousness in the proposed bylaws amendments, but we will need to decide what this means before the vote. I know I saw something about voting on an interpretation in RONR (12 ed), but now I can’t seem to find it. Everything seems to be bleeding together… What would be a suggested wording for that motion?

You don't make a motion to interpret the bylaws. And indeed, you will not be able to decide what this means before the vote. Instead, what should happen is as follows:

1.) When a vote on a bylaws amendment occurs, and the vote is at least 2/3 of the members present and voting, but less than 2/3 of the entire membership, the chair will make a declaration as to whether the amendment was adopted or lost, based upon the chair's interpretation of the rule.

2.) A member with an alternate interpretation would raise a Point of Order. The chair would ask the member to state their point, and the member would state his opinion that the bylaw amendment which was declared adopted was actually defeated (or vice versa) and explain his reasoning.

3.) The chair would rule the point "well taken," meaning he agrees, or "not well taken," meaning he disagrees. In either case, the chair would explain his reasoning.

4.) If a member disagrees with the chair's ruling, the member would move to appeal from the decision of the chair. If this is seconded, the question is placed before the assembly to decide. After debate, the question is put as "Shall the decision of the chair be sustained?" A majority vote in the negative is required to overturn the chair's ruling.

See RONR (12th ed.) Sections 23-24 for information on Point of Order and Appeal.

[Gary Novosielski]

On 1/18/2023 at 10:52 PM, Guest Helena said:

Thanks for your insight! We are in the process of a full revision of our bylaws, which is why this is in question. We have a very vocal camp that agrees with your interpretation of the bylaw, despite it making it difficult to conduct business. We have already addressed this ambiguousness in the proposed bylaws amendments, but we will need to decide what this means before the vote. I know I saw something about voting on an interpretation in RONR (12 ed), but now I can’t seem to find it. Everything seems to be bleeding together… What would be a suggested wording for that motion?

By way of proof that this is ambiguous, I would interpret it the other way.  

My fallback rule is that if "vote" immediately follows "two-thirds" as it does here, that it is a normal two-thirds vote, and what comes after that is merely a notation saying in which assembly the vote occurs.

I interpret differently if the fraction is preceded by the word vote and followed by the word of, such as "a vote of 2/3 of the members present (or the entire membership)".

I suggest you decide what you want, and amend those proposed changes before they are adopted.