Vote language in bylaws

[Mike6453]

I could use your expertise on how to state votes required in church bylaws. Right now, votes other than majority are stated different ways (and I know that some of this is incorrect language and confusing):

•      … by a two-thirds vote of members present at a meeting …
•      If three-fourths of the members present vote to approve the committee’s recommendation …
•      … must approve such … by a three-fourths majority of the members present and voting …
•      Amendments … shall be by a two-thirds vote.

I’m considering just stating the specific action is to be decided “by a two-third vote” or “by a three-fourths vote.” However, I am struggling with whether the congregation might misconstrue this down the road and somehow think it has to be three-fourths of the congregation or three-fourth of the members present. I know 44:4, explains what an unqualified vote of two-thirds means (at least two thirds of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting).

On the other hand, I wonder if I should be a little more explanatory: “must be approved by two-thirds vote of those present and voting” (or perhaps some better language).

Also, for reference to majority votes, this is what I am proposing: "Decisions shall be by majority of the votes cast by persons entitled by vote unless otherwise provided herein." Do you have any concerns with this language?

Thanks!!

 

[Richard Brown]

On 4/13/2023 at 10:13 AM, Mike6453 said:

 

I could use your expertise on how to state votes required in church bylaws. Right now, votes other than majority are stated different ways (and I know that some of this is incorrect language and confusing):

•      … by a two-thirds vote of members present at a meeting …
•      If three-fourths of the members present vote to approve the committee’s recommendation …
•      … must approve such … by a three-fourths majority of the members present and voting …
•      Amendments … shall be by a two-thirds vote.

I’m considering just stating the specific action is to be decided “by a two-third vote” or “by a three-fourths vote.” However, I am struggling with whether the congregation might misconstrue this down the road and somehow think it has to be three-fourths of the congregation or three-fourth of the members present. I know 44:4, explains what an unqualified vote of two-thirds means (at least two thirds of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting).

On the other hand, I wonder if I should be a little more explanatory: “must be approved by two-thirds vote of those present and voting” (or perhaps some better language).

Also, for reference to majority votes, this is what I am proposing: "Decisions shall be by majority of the votes cast by persons entitled by vote unless otherwise provided herein." Do you have any concerns with this language?

Thanks!!

 

I think most of us who are regulars on this forum would suggest NOT elaborating on the vote thresholds, but to use the EXACT wording used in RONR.  Since RONR is very clear as to what the terms it uses mean, there should be no confusion.

If you elaborate on it in your bylaws and use the exact terminology in your bylaws that RONR uses, I suppose that is ok, but the problem creeps in when the language is NOT identical to the language in RONR.  I think the most common point of confusion I see is when the bylaws say something like, "a two-thirds vote of the members present".  What exactly does that mean?  Does it mean a regular two-thirds vote (of those present and voting) or does it mean "a vote of two-thirds of the members present"?  Those two thresholds are very different even though there is only a slight variation of the wording.  If you don't get it EXACTLY right in the bylaws, it is going to lead to confusion.

btw, I hope you do understand the difference between "a two thirds vote of the members" and "a vote of two-thirds of the members". There is a HUGE difference even though at first glance the wording might appear to be almost identical. 

When you say "a two-thirds vote of the members present" it is not at all clear whether the threshold is "a vote of two-thirds of the members actually present" or a regular "two-thirds vote of the members present and voting".  Is the phrase (or clause) "of the members present" only describing the voting body or is it intended to require that two-thirds of the members present must actually vote yes? 

So, if you are going to elaborate in an attempt to be clear, make sure you get it EXACTLY right or you will just cause confusion.

As to your examples, I personally fined bullet point one unclear as to the vote threshold.  I find bullet points two, three, and four reasonably clear as to the vote required even though the language is non-standard.  Others might disagree. 

[Gary Novosielski]

Not disagreeing, but:

The simplest way is to simply use the terms:

• majority vote
• two-thirds vote
• three-fourths vote

If there are multiple types of meetings, you can add:  "...at a meeting of the <congregation / board / etc.>" 

If you are truly concerned that this would be misinterpreted, and that showing the definitions in RONR would not convince the doubters, you can use the terms:

• majority of those present and voting
• two-thirds of those present and voting
• three-fourths of those present and voting.

The quick way of deciding these votes is:

• majority:  More Yes votes than No votes (tie votes reject the motion)
• two-thirds:  At least twice as many Yes votes as No votes
• three-fourths:  At least three times as many Yes votes as No votes.

Abstentions have no effect on the result--only Yes and No votes are counted or called for.

 

[Josh Martin]

On 4/13/2023 at 10:13 AM, Mike6453 said:

I could use your expertise on how to state votes required in church bylaws. Right now, votes other than majority are stated different ways (and I know that some of this is incorrect language and confusing):

I would interpret each of these rules as follows:

On 4/13/2023 at 10:13 AM, Mike6453 said:

• … by a two-thirds vote of members present at a meeting …

This language is ambiguous. I'm not entirely certain whether a vote of two-thirds of members present or a vote of two-thirds of members present and voting is the proper interpretation.

On 4/13/2023 at 10:13 AM, Mike6453 said:

• If three-fourths of the members present vote to approve the committee’s recommendation …

In my view, this language would require a vote of 3/4 of the members present, including members who are not voting.

On 4/13/2023 at 10:13 AM, Mike6453 said:

• … must approve such … by a three-fourths majority of the members present and voting 

In my view, this language would require a vote of 3/4 of the members present and voting.

On 4/13/2023 at 10:13 AM, Mike6453 said:

• Amendments … shall be by a two-thirds vote.

In my view, this language would require a vote of 2/3 of the members present and voting.

On 4/13/2023 at 10:13 AM, Mike6453 said:

I’m considering just stating the specific action is to be decided “by a two-third vote” or “by a three-fourths vote.”

Based on RONR, requiring a certain vote without qualification is equivalent to requiring a two-thirds (or three-fourths) vote of members present and voting.

On 4/13/2023 at 10:13 AM, Mike6453 said:

However, I am struggling with whether the congregation might misconstrue this down the road and somehow think it has to be three-fourths of the congregation or three-fourth of the members present. I know 44:4, explains what an unqualified vote of two-thirds means (at least two thirds of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting).

On the other hand, I wonder if I should be a little more explanatory: “must be approved by two-thirds vote of those present and voting” (or perhaps some better language).

There is no harm in providing "present and voting" for clarity so long as this is used consistently and you don't accidentally leave out the "and voting" part, as it seems may be the case in some instances in the current rules.

On 4/13/2023 at 10:13 AM, Mike6453 said:

Also, for reference to majority votes, this is what I am proposing: "Decisions shall be by majority of the votes cast by persons entitled by vote unless otherwise provided herein." Do you have any concerns with this language?

I do have some concern with this language because it is not clear to me whether this is intended to override rules contained in the parliamentary authority, Robert's Rules of Order. There are instances in RONR where a higher vote (such as a 2/3 vote) is required for certain motions, and I am doubtful that all of these are repeated in your organization's rules. I also assume it is not the organization's intent to override those rules and provide that a majority vote is sufficient to end debate, for example. The other area where this language is ambiguous is that "provided herein" may also unintentionally exclude other rules of the organization (for example, if the organization has bylaws and special rules of order) and be interpreted only as referring to the document where this rule appears.

I would note that a majority of persons present and voting is the default in RONR anyway, so the simplest solution would just be to eliminate this rule altogether and rely on RONR. If it is desired, however, to have something in the organization's rules on this matter, I would propose instead using the language "unless otherwise provided in the organization's rules, including the parliamentary authority." Depending on the nature of the organization, a reference to applicable law may also be desirable - "unless otherwise provided in applicable law or in the organization's rules, including the parliamentary authority."

Edited April 14, 2023 at 06:37 PM by Josh Martin

[Richard Brown]

On 4/13/2023 at 10:13 AM, Mike6453 said:

Also, for reference to majority votes, this is what I am proposing: "Decisions shall be by majority of the votes cast by persons entitled by vote unless otherwise provided herein." Do you have any concerns with this language?

I overlooked this question in my initial response.  I agree with Josh Martin's response to this question in his comment immediately above.  For the reasons Mr. Martin stated and for other reasons, I have concerns about using your proposed language. 

[Mike6453]

Thanks, everyone. Each of you provided very useful information!!!

[Mike6453]

Thanks to you all I have realized that the our current language about decisions by majority could have been used to override RONR. We have some specific vote thresholds that RONR does not address, such as hiring, firing, excluding a member, etc.  So this is what I intend to propose: Decisions shall be by majority vote unless otherwise provided in these Bylaws or the parliamentary authority, Robert’s Rules of Order.

Thank you all!!!

[Gary Novosielski]

No, that's even more confusing. That's saying that RONR's rules override similar rules in the bylaws, but the rules in RONR say that they don't override the bylaws.  It's an endless loop.

Just delete that sentence.  Trust me. Delete it.

Put whatever special threshold rules you have in the bylaws where these special votes are stated.  Do not list a default, since that's already in RONR.  And do not mention RONR except in the article on Parliamentary Authority.  That article should contain this one sentence:

“The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”

Of course you can replace the word Society with Church or Congregation, or however the bylaws refer to the organization.  Otherwise, use it word-for-word.

Edited April 15, 2023 at 11:18 PM by Gary Novosielski

[Josh Martin]

On 4/15/2023 at 5:01 PM, Mike6453 said:

Thanks to you all I have realized that the our current language about decisions by majority could have been used to override RONR. We have some specific vote thresholds that RONR does not address, such as hiring, firing, excluding a member, etc.  So this is what I intend to propose: Decisions shall be by majority vote unless otherwise provided in these Bylaws or the parliamentary authority, Robert’s Rules of Order.

Okay, but I would again suggest using the language "unless otherwise provided in the organization's rules, including the parliamentary authority." If you just say "bylaws," it prevents the organization from adopting special rules of order on the subject of voting thresholds.

On 4/15/2023 at 6:17 PM, Gary Novosielski said:

No, that's even more confusing. That's saying that RONR's rules override similar rules in the bylaws, but the rules in RONR say that they don't override the bylaws.  It's an endless loop.

I do not think there is anything confusing about the rule in question or that it creates "an endless loop." The rule in question provides that decisions shall be by majority vote unless otherwise provided in the bylaws or the parliamentary authority. Because the rule contains the "unless otherwise provided" language, there is no conflict between the rule and a rule in RONR and this subject.

I am in complete agreement that the rule is unnecessary and that the organization can simply rely on the rules in RONR. But if the organization insists on having such a rule in its bylaws, the wording proposed seems fine, other than that (as noted above) I would advise broadening the language so that it does not exclude special rules of order.

[Richard Brown]

On 4/16/2023 at 9:34 AM, Josh Martin said:

I would again suggest using the language "unless otherwise provided in the organization's rules, including the parliamentary authority." If you just say "bylaws," it prevents the organization from adopting special rules of order on the subject of voting thresholds.

I agree.  The language proposed by the OP can lead to unintended consequences.

On 4/16/2023 at 9:34 AM, Josh Martin said:

I do not think there is anything confusing about the rule in question or that it creates "an endless loop." The rule in question provides that decisions shall be by majority vote unless otherwise provided in the bylaws or the parliamentary authority. Because the rule contains the "unless otherwise provided" language, there is no conflict between the rule and a rule in RONR and this subject.

I am in complete agreement that the rule is unnecessary and that the organization can simply rely on the rules in RONR. But if the organization insists on having such a rule in its bylaws, the wording proposed seems fine, other than that (as noted above) I would advise broadening the language so that it does not exclude special rules of order.

And I agree with this. It is not necessary to add such a provision at all, but if one is added, the organization needs to be very careful not to adopt a bylaw provision that will have unintended consequences.  I believe the proposed wording as suggested by the OP will lead to such unintended consequences.  We see that on a regular basis in this forum.

Edited April 16, 2023 at 03:34 PM by Richard Brown
Added last sentence

[Gary Novosielski]

On 4/16/2023 at 10:34 AM, Josh Martin said:

Because the rule contains the "unless otherwise provided" language, there is no conflict between the rule and a rule in RONR and this subject.

I disagree. 

When a rule applies "unless otherwise provided <elsewhere>", then if there is a rule elsewhere, the rule does not apply.  

When RONR uses that language, i.e.,  that something must be done "unless otherwise provided in the bylaws" it is deferring to the bylaws.  So by saying that the churches rule applies "unless otherwise provided in RONR" the church rule is deferring to RONR.