How would you interpret "entire membership" with Class A and Class B members in an amendment clause?

[Guest allgood120]

Assume you have an organization with Class A members and Class B members.

Class A members must vote to present an amendment to the bylaws in a general body meeting of Class A members + Class B members.

The amendment article requires "a quorum of at least the majority of the relevant class of members to change the bylaws."

The amendment article further requires that, "The entire membership, including Class A, must approve the amendment by majority vote."

At the meeting, there is a quorum, and an amendment "passes" with one vote over a majority of those present.

Is the amendment ratified?

[Gary Novosielski]

I have no idea.

Those isolated quotes don't tell me much, and the first one seems close to gibberish: 

On 4/11/2023 at 8:34 PM, Guest allgood120 said:

"a quorum of at least the majority of the relevant class..."

I can't make any sense out of that.  If your bylaws are unclear or ambiguous, you will have to interpret them for yourselves in some way that makes sense, and then begin the task of revising them to say what you mean them to say.  RONR does not have "classes" of members.  It is perfectly fine for your group to have them simply by defining them in the bylaws.  But you'll also have make sure that these classes are clearly defined, as well as what their rights and duties are, and how their votes are counted, because RONR won't have anything to say about them.

Edited April 12, 2023 at 12:53 AM by Gary Novosielski

[Josh Martin]

On 4/11/2023 at 7:34 PM, Guest allgood120 said:

Assume you have an organization with Class A members and Class B members.

Class A members must vote to present an amendment to the bylaws in a general body meeting of Class A members + Class B members.

The amendment article requires "a quorum of at least the majority of the relevant class of members to change the bylaws."

The amendment article further requires that, "The entire membership, including Class A, must approve the amendment by majority vote."

At the meeting, there is a quorum, and an amendment "passes" with one vote over a majority of those present.

Is the amendment ratified?

I think a complication here is the meaning of the phrase "the entire membership" in this context. In the ordinary case, the phrase "the entire membership" is used to refer to all members, including those members who are absent. Generally, such an expression is written as "A vote of a majority of the entire membership."

It seems plausible, however, that in this instance the phrase "the entire membership" is instead used to refer to the fact that all members, regardless of class, are included for purposes of the vote in question. Ultimately, it will be up to the organization to interpret the ambiguity in its bylaws.

[Drake Savory]

On 4/12/2023 at 2:54 PM, Josh Martin said:

It seems plausible, however, that in this instance the phrase "the entire membership" is instead used to refer to the fact that all members, regardless of class, are included for purposes of the vote in question.

Except "class" is singular.  If I were a member and given what the OP has posted I would interpret it as a majority of class B only but as we always say, it is up to them to decide what it means.

[Richard Brown]

Guest Allgood, what do you mean when you say “Class A members must vote to present an amendment to the bylaws in a general body meeting of Class A members + Class B members.”??

Does this mean that the proposed amendment is subject to at least two votes, meaning that the class A members must first vote whether to even have the entire membership consider the amendment?  And if the class A members vote no in that Vote, that’s the end of it? But if they vote yes, then the amendment gets considered again, but this time by both class A and class B members voting on it?  And if so, are they voting on it at the same time at the same meeting?

[Josh Martin]

On 4/15/2023 at 9:48 AM, Drake Savory said:

Except "class" is singular.  If I were a member and given what the OP has posted I would interpret it as a majority of class B only but as we always say, it is up to them to decide what it means.

Do you perhaps mean to say that it is only a majority of class A members? I think that would be a reasonable interpretation. I don't see how one would interpret this language as a majority of Class B members. The language specifically says "including Class A."

But as you say, it will ultimately be up to the organization to interpret this language. This is a very unusual rule, so it's difficult to say what it means.

On 4/11/2023 at 7:34 PM, Guest allgood120 said:

Assume you have an organization with Class A members and Class B members.

Class A members must vote to present an amendment to the bylaws in a general body meeting of Class A members + Class B members.

The amendment article requires "a quorum of at least the majority of the relevant class of members to change the bylaws."

The amendment article further requires that, "The entire membership, including Class A, must approve the amendment by majority vote."

At the meeting, there is a quorum, and an amendment "passes" with one vote over a majority of those present.

 

[Drake Savory]

On 4/16/2023 at 8:24 AM, Josh Martin said:

Do you perhaps mean to say that it is only a majority of class A members?

Nope.  For it to go to Class A and B it has already been passed by Class A so if a quorum is needed to ratify the bylaws amendment then a quorum of them should be requires as a quorum of Class A has already shown they approve of it.

[Dan Honemann]

On 4/15/2023 at 11:35 AM, Richard Brown said:

Guest Allgood, what do you mean when you say “Class A members must vote to present an amendment to the bylaws in a general body meeting of Class A members + Class B members.”??

Does this mean that the proposed amendment is subject to at least two votes, meaning that the class A members must first vote whether to even have the entire membership consider the amendment?  And if the class A members vote no in that Vote, that’s the end of it? But if they vote yes, then the amendment gets considered again, but this time by both class A and class B members voting on it?  And if so, are they voting on it at the same time at the same meeting?

My opinion, for what it's worth (which is not much since I know nothing about this organization except what has been posted), is that this is most likely the correct interpretation. The facts as stated appear similar to a situation in which an organization's board must first adopt a proposed bylaw amendment, and then the board's adoption of the amendment must be ratified by the organization's membership at one of its meetings.

 

[Josh Martin]

On 4/16/2023 at 9:34 PM, Drake Savory said:

Nope.  For it to go to Class A and B it has already been passed by Class A so if a quorum is needed to ratify the bylaws amendment then a quorum of them should be requires as a quorum of Class A has already shown they approve of it.

Thank you for this further explanation. I understand now.

[Gary Novosielski]

On 4/17/2023 at 7:52 AM, Josh Martin said:

Thank you for this further explanation. I understand now.

That makes one of us.

[Drake Savory]

Basically a quorum of Class A has already voted and approved the amendment so if only one class is the "relevant class" for the second vote - why would it be Class A again?

[Dan Honemann]

On 4/17/2023 at 11:56 PM, Drake Savory said:

Basically a quorum of Class A has already voted and approved the amendment so if only one class is the "relevant class" for the second vote - why would it be Class A again?

Because a meeting of the members of both classes combined, in and as a single assembly, is not at all the same thing as a meeting of the members of only one of the classes.

[Drake Savory]

On 4/18/2023 at 4:29 AM, Dan Honemann said:

Because a meeting of the members of both classes combined, in and as a single assembly, is not at all the same thing as a meeting of the members of only one of the classes.

Except as written one could interpret it was meant to refer to one of the classes.  I think we can all agree it is poorly written and quite ambiguous.

[Richard Brown]

On 4/19/2023 at 10:50 PM, Drake Savory said:

Except as written one could interpret it was meant to refer to one of the classes.  I think we can all agree it is poorly written and quite ambiguous.

It is quite clear that it is to be a meeting of BOTH classes.

[Drake Savory]

On 4/19/2023 at 9:54 PM, Richard Brown said:

It is quite clear that it is to be a meeting of BOTH classes.

Yes but which class is the relevant one that needs a quorum?