Clarification of "Entire Membership"

[Wright Stuff]

We are a political party. While some votes are mandated by our bylaws, some are controlled by RONR and are not addressed in our bylaws. Our Executive Committee is made up of 52 members who are entitled to vote. There are another 200 or so Precinct Chairs who are members of the Executive Committee but are not entitled to vote.

I'm trying to determine who comprises the "entire membership" of our Executive Committee for certain motions.

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A majority of the entire membership is a majority of the total number of those who are members of the voting body at the time of the vote. (Thus, in a society that has both a general membership and an executive board, a “majority of the entire membership” at a board meeting refers to a majority of the membership of the board, not of the society.) In a convention of delegates a majority of the entire membership means a majority of the total number of convention members entitled to vote as set forth in the official roll of voting members of the convention (1:16, 59:25–26). The vote of a majority of the entire membership is frequently an alternative to a requirement of previous notice, and is required in order to rescind and expunge from the minutes (see 35:13). Otherwise, prescribing such a requirement is generally unsatisfactory in an assembly of an ordinary society, since it is likely to be impossible to get a majority of the entire membership even to attend a given meeting, although in certain instances it may be appropriate in conventions or in permanent boards where the members are obligated to attend the meetings. (§44:9b)

For example, in §36:4(7), regarding a vote to Discharge a Committee:

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Since the motion would change action already taken by the assembly, requires (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership—any one of which will suffice.

In seeking clarification, I found this information in §1:16:

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The voting membership of a convention consists of persons who hold proper credentials as delegates or as persons in some other way entitled to such membership, which must be certified and reported to the convention by its Credentials Committee. Whenever the term “majority of the entire membership” is used in this book, it means, in the case of a convention of delegates, a majority of the total number of convention members entitled to vote, as set forth in the official roll of voting members of the convention (44:9(b), 59:25).

This section clearly describes the voting membership of a convention, but is that definition applicable for our Executive Committee? Maybe I'm having trouble determining what type of body our Executive Committee is under RONR. We almost always have a super majority of the members present at meetings. To my knowledge, we have overlooked the situation in which a vote of the majority of the entire membership may satisfy the requirement for a motion that also allows a 2/3 vote.

My understanding is that the Executive Committee of 52 members can approve a motion that requires (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership with 27 votes. However, I defer to the experts here.

[Richard Brown]

On 4/12/2023 at 9:18 AM, Wright Stuff said:

My understanding is that the Executive Committee of 52 members can approve a motion that requires (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership with 27 votes. However, I defer to the experts here.

If I understood everything you said, yes, that is correct. When RONR uses the term “of the entire membership“, it is referring to those members with full rights of membership, including the right to vote. Non-voting members would not be included in the total unless your own bylaws provide otherwise.

[Wright Stuff]

On 4/12/2023 at 10:22 AM, Richard Brown said:

If I understood everything you said, yes, that is correct. When RONR uses the term “of the entire membership“, it is referring to those members with full rights of membership, including the right to vote. Non-voting members would not be included in the total unless your own bylaws provide otherwise.

Thank you for your answer. Since I'm new here, if you have some suggestions as to how I can make my questions easier to understand, I'm all ears. Is the quoting of the sections helpful or distracting? Are there better ways to ask? It's hard to know what you don't know.

[Gary Novosielski]

I don't think there was anything wrong with the question.  Just be as clear as you can, and you should be fine.  

Quoting the text is up to you.  If you just cite the paragraph, the regulars here can all look it up, but having it right there can save time.  We will often quote some of the text in our answers especially when it's clear that the questioner doesn't (yet) have a copy of RONR or RONRIB.

P.S. Welcome!

Edited April 12, 2023 at 07:16 PM by Gary Novosielski
add: P.S.

[Bruce Lages]

I would also point out one major difference between a majority of the entire membership (MEM) and the other two criteria, a 2/3 vote and a majority vote (when previous notice is given). Both of the latter criteria are determined based on the number of members present and voting. For adoption of a motion in these cases, there must be either 2/3 or a majority of the votes cast in the affirmative. Members who are present and abstain, i.e., who do not cast a vote, have no effect on the outcome of the vote.

In contrast, even though MEM can be used to pass a motion in the absence of previous notice, a MEM vote is not even possible if a majority of the entire membership is not present at the meeting. And even if a MEM is present, any abstentions will have the same effect as a 'no' vote, making it that much harder to adopt the motion. 

It should be clear that using MEM as a voting threshold is only advantageous, especially when compared to a 2/3 vote threshold, in relatively small groups such as boards, where most members are usually present at a meeting.

[Josh Martin]

On 4/12/2023 at 9:18 AM, Wright Stuff said:

I'm trying to determine who comprises the "entire membership" of our Executive Committee for certain motions.

The 52 members who are entitled to vote.

On 4/12/2023 at 9:18 AM, Wright Stuff said:

This section clearly describes the voting membership of a convention, but is that definition applicable for our Executive Committee?

The term "members," in the sense that term is used in RONR, always refers to members with all rights of membership, including the right to vote. RONR doesn't have "non-voting members."

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." RONR (12th ed.) 1:4

I would also note that the alternative interpretation would be absurd, as it would then be impossible to ever achieve a majority of the entire membership, since the Executive Committee has a very high number of "non-voting members."

On 4/12/2023 at 9:18 AM, Wright Stuff said:

Maybe I'm having trouble determining what type of body our Executive Committee is under RONR.

It sounds like a Board of Directors to me, based on the facts provided, but it doesn't make a difference for the purposes of this question.

On 4/12/2023 at 9:18 AM, Wright Stuff said:

To my knowledge, we have overlooked the situation in which a vote of the majority of the entire membership may satisfy the requirement for a motion that also allows a 2/3 vote.

This is not surprising. Many organizations are unaware of this alternative. Something to remember for the future.

On 4/12/2023 at 9:18 AM, Wright Stuff said:

My understanding is that the Executive Committee of 52 members can approve a motion that requires (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership with 27 votes.

I concur with this interpretation, although the slight clarification I would add is that "27 votes" is correct only if the Executive Committee has no vacancies. If one or more positions are vacant, as I imagine often occurs with 52 positions, then the size of the "entire membership" (and therefore the majority of the entire membership) would be reduced.

[Wright Stuff]

Thank you for all of the answers!