How to revise Bylaws Voting Policy if the current existing Voting Policy is obsolete

[Phillip Delacruz]

Please help! This is a tough one:

How do I revise our Bylaws voting policy to 51% for a passing vote to replace the current voting policy that specifies a number of 13 for a passing vote? The problem is we currently have only 13 Representatives to vote for the revision, so this means we need a 100% vote to pass a motion! 😬

 

I thank you tremendously for any advice, consideration, time, and guidance afforded.

 

Edited April 13, 2023 at 07:59 PM by Phillip Delacruz

[Weldon Merritt]

It looks like you'd better work hard at getting everyone to show up and vote n favor of the change.

And you shouldn't change it to 51%; you should change it to a majority. (They are not  the same.)

[Phillip Delacruz]

Yet Robert's Rules states 51% is acceptable. The 13 was from years ago. What if that number is then 10 in the future because people have left the place of employment (Rhetorical)? Bottleneck

 

Edited April 13, 2023 at 08:12 PM by Phillip Delacruz

[Richard Brown]

On 4/13/2023 at 3:11 PM, Phillip Delacruz said:

Yet Robert's Rules states 51% is acceptable.

Where does RONR say that?  It most certainly does not recommend it!!!  You can put just about any requirement in your bylaws, though, no matter how unwise it might be.... just like your 13 member vote threshold.    Your bylaws can require a 99 percent vote threshold if that's what the members want it to be.

Edited to add:  A majority vote is not 51 percent.  It is "more than half".  Period.  Requiring a 51 percent vote threshold is not the same as requiring a majority vote.  See §44:1 of RONR (12th ed.) for the definition of a majority vote.  You might also look at FAQ # 4 on the main website regarding the definition of a majority vote:  https://robertsrules.com/frequently-asked-questions/

 

Edited April 13, 2023 at 08:39 PM by Richard Brown
Added last paragraph

[Weldon Merritt]

On 4/13/2023 at 2:11 PM, Phillip Delacruz said:

Yet Robert's Rules states 51% is acceptable.

On 4/13/2023 at 2:28 PM, Richard Brown said:

Where does RONR say that? 

Short answer" Nowhere!

On 4/13/2023 at 2:28 PM, Richard Brown said:

A majority vote is not 51 percent.  It is "more than half".  Period.

And to illustrate why 51% is not the same as majority, consider a situation where there are 200 votes case.  51% would be 102 votes, but a majority (more than hall) is 101.  and the larger the number of voters, the greeter the difference between 51% and a majority.

[Richard Brown]

On 4/13/2023 at 4:19 PM, Weldon Merritt said:

And to illustrate why 51% is not the same as majority, consider a situation where there are 200 votes case.  51% would be 102 votes, but a majority (more than hall) is 101.  and the larger the number of voters, the greeter the difference between 51% and a majority.

I agree.  And if you assume a convention of 1,000 delegates, with all of them voting, a majority vote would require 501 votes, but 51 percent would require 510 votes.

[Gary Novosielski]

On 4/13/2023 at 4:11 PM, Phillip Delacruz said:

Yet Robert's Rules states 51% is acceptable. The 13 was from years ago. What if that number is then 10 in the future because people have left the place of employment (Rhetorical)? Bottleneck

 

No it doesn't say anything of the kind.  For most votes, it says a majority.

What you should do is find that part of the bylaws where the 13 votes is specified, and delete that rule.  No need to change it to anything, just delete it.  Then RONR will be controlling, and the default vote threshold in RONR for ordinary main motions is a majority.

Once you have found out where that change needs to be made, also check the procedure for changing your bylaws.  If that says 13 votes is needed, change it to "a two-thirds vote".   

But in order to do either of these changes, you have to follow the current rules as listed in your bylaws for their own amendment.

Edited April 13, 2023 at 10:42 PM by Gary Novosielski

[Josh Martin]

On 4/13/2023 at 2:58 PM, Phillip Delacruz said:

How do I revise our Bylaws voting policy to 51% for a passing vote to replace the current voting policy that specifies a number of 13 for a passing vote? The problem is we currently have only 13 Representatives to vote for the revision, so this means we need a 100% vote to pass a motion!

Then it appears to me that you'll need a 100% vote to vote in favor of the revision.

I concur with my colleagues that the preferred usage is "majority," not 51%. The organizations is ultimately free to use "51%" if it wishes, although I am not certain of the purpose of this except in a very large assembly, where this would make a slight difference.

On 4/13/2023 at 3:11 PM, Phillip Delacruz said:

Yet Robert's Rules states 51% is acceptable.

RONR says no such thing. What book are you looking at?

"As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1

On 4/13/2023 at 3:11 PM, Phillip Delacruz said:

The 13 was from years ago. What if that number is then 10 in the future because people have left the place of employment (Rhetorical)?

It would be helpful if we were able to see the exact language of this rule, but generally I am inclined to think that if the entire membership falls below thirteen, the rule in question could be suspended so that a 100% vote of the entire membership would be sufficient.

But in the present circumstance, if the bylaws say 13 votes are required and you only have 13 members, then 13 votes are required.

On 4/13/2023 at 5:39 PM, Gary Novosielski said:

What you should do is find that part of the bylaws where the 13 votes is specified, and delete that rule.  No need to change it to anything, just delete it.  Then RONR will be controlling, and the default vote threshold in RONR for ordinary main motions is a majority.

I'm not entirely certain about this. It's not clear to me if the rule in question is applicable to "ordinary main motions" or if it's about something else, such as motions to amend the bylaws.

Edited April 14, 2023 at 03:05 PM by Josh Martin

[Gary Novosielski]

On 4/14/2023 at 11:04 AM, Josh Martin said:

I'm not entirely certain about this. It's not clear to me if the rule in question is applicable to "ordinary main motions" or if it's about something else, such as motions to amend the bylaws.

No, that's not clear, and I was getting the feeling that it might apply to both, which is why I offered two separate recommendations.    I'm half wondering if the number 13 is really there, or if it's the result of some math being done at some point, and misremembered as the actual rule.

[Phillip Delacruz]

On 4/14/2023 at 11:04 AM, Josh Martin said:

It would be helpful if we were able to see the exact language of this rule, but generally I am inclined to think that if the entire membership falls below thirteen, the rule in question could be suspended so that a 100% vote of the entire membership would be sufficient.

But in the present circumstance, if the bylaws say 13 votes are required and you only have 13 members, then 13 votes are required.

I'm not entirely certain about this. It's not clear to me if the rule in question is applicable to "ordinary main motions" or if it's about something else, such as motions to amend the bylaws.

Josh, Gary, and All, thank you so much for the thoughtful responses. I am attempting to amend the Bylaws to help quorum be set to "majority" or what is best recommended. The Council voting body typically is small -- fluctuating anywhere between 12 to 30 through the years. 

The exact language is as so:

 

"Section 5. Quorum 
Thirteen (13) Council representatives or their alternates shall constitute a quorum excluding the ex-officio. 

A. No Council business shall be transacted without a quorum in attendance.
B. Any legislative action may be made by a majority vote with the exception of the Bylaws amendments (see Article IX)."

 

To recap, the bottleneck is that we may only have 13 active representatives in total. So how may I amend the bylaws to reflect something to the affect:

"The majority vote by the Council representatives, or their alternates, shall constitute a quorum excluding the ex-officio."

Do we need 100 percent voting in favor to amend the Bylaws as so? No other options to suspend?

[Dan Honemann]

On 4/14/2023 at 5:25 PM, Phillip Delacruz said:

Josh, Gary, and All, thank you so much for the thoughtful responses. I am attempting to amend the Bylaws to help quorum be set to "majority" or what is best recommended. The Council voting body typically is small -- fluctuating anywhere between 12 to 30 through the years. 

The exact language is as so:

 

"Section 5. Quorum 
Thirteen (13) Council representatives or their alternates shall constitute a quorum excluding the ex-officio. 

A. No Council business shall be transacted without a quorum in attendance.
B. Any legislative action may be made by a majority vote with the exception of the Bylaws amendments (see Article IX)."

 

To recap, the bottleneck is that we may only have 13 active representatives in total. So how may I amend the bylaws to reflect something to the affect:

"The majority vote by the Council representatives, or their alternates, shall constitute a quorum excluding the ex-officio."

Do we need 100 percent voting in favor to amend the Bylaws as so? No other options to suspend?

The number of members who must be present to constitute a quorum and the number of votes required in order to adopt any motion (including a motion to amend the bylaws) are two entirely different things.

If thirteen Council representatives or their alternates (excluding "the ex-officio")are not present at a meeting, no substantive business at all may be conducted. 

 

[Gary Novosielski]

On 4/14/2023 at 5:25 PM, Phillip Delacruz said:

Josh, Gary, and All, thank you so much for the thoughtful responses. I am attempting to amend the Bylaws to help quorum be set to "majority" or what is best recommended. The Council voting body typically is small -- fluctuating anywhere between 12 to 30 through the years. 

The exact language is as so:

 

"Section 5. Quorum 
Thirteen (13) Council representatives or their alternates shall constitute a quorum excluding the ex-officio. 

A. No Council business shall be transacted without a quorum in attendance.
B. Any legislative action may be made by a majority vote with the exception of the Bylaws amendments (see Article IX)."

 

To recap, the bottleneck is that we may only have 13 active representatives in total. So how may I amend the bylaws to reflect something to the affect:

"The majority vote by the Council representatives, or their alternates, shall constitute a quorum excluding the ex-officio."

Do we need 100 percent voting in favor to amend the Bylaws as so? No other options to suspend?

Hang on, hang on.  A Quorum of 13 means you need 13 present.  The would not all have to vote Yes to pass a motion.  Unless you have some other language elsewhere that 13 votes are required to pass anything, it just ain't so.

If there were 13 present and everyone voted, you'd only need 7 votes for a majority.  

[Josh Martin]

On 4/14/2023 at 4:25 PM, Phillip Delacruz said:

Josh, Gary, and All, thank you so much for the thoughtful responses. I am attempting to amend the Bylaws to help quorum be set to "majority" or what is best recommended. The Council voting body typically is small -- fluctuating anywhere between 12 to 30 through the years. 

Unless there is some other language in the bylaws on this matter that I am not aware of (perhaps in Article IX), I think there has been a misunderstanding.

The quorum is the number of persons who must be present in order to conduct business. It has nothing to do with the number of members voting on any particular question.

So things are perhaps not quite as bad as you originally feared.

On 4/14/2023 at 4:25 PM, Phillip Delacruz said:

"Section 5. Quorum 
Thirteen (13) Council representatives or their alternates shall constitute a quorum excluding the ex-officio. 

A. No Council business shall be transacted without a quorum in attendance.
B. Any legislative action may be made by a majority vote with the exception of the Bylaws amendments (see Article IX)."

To recap, the bottleneck is that we may only have 13 active representatives in total. So how may I amend the bylaws to reflect something to the affect:

"The majority vote by the Council representatives, or their alternates, shall constitute a quorum excluding the ex-officio."

Do we need 100 percent voting in favor to amend the Bylaws as so?

Based on these facts, the council will need all 13 members present in order to amend the bylaws or to conduct any other business. Assuming this requirement is met, I don't know what vote is required for adoption of the bylaw amendment - we would need to see the language in the bylaws concerning their amendment, which apparently is found in Article IX.

Further, I would note that you should not use the language that you have proposed, as this language confuses what a quorum requirement is. The quorum requirement should not refer to a "majority vote." So I would suggest saying "A majority of the Council representatives" rather than "The majority vote by the Council representatives."

This language still poses some other potential problems.

• What is meant by "the ex-officio?" "Ex-officio" is an adjective, not a noun. The full phrase is "ex-officio member." I am also not entirely clear on why the ex-officio member is excluded. Is the ex-officio member a person who is not generally expected to attend meetings? Or a non-voting member? Or what?
• Do your bylaws in fact contain "alternates," and if so, do they have appropriate rules explaining how that actually works? I would also note that, since the council apparently has difficulty even filling all of its representative positions, there may not be much purpose in having "alternates."

On 4/14/2023 at 4:25 PM, Phillip Delacruz said:

No other options to suspend?

The rule doesn't mean quite what you think it means. But no, it cannot be suspended.

On 4/14/2023 at 5:54 PM, Gary Novosielski said:

If there were 13 present and everyone voted, you'd only need 7 votes for a majority.  

As a general matter, yes. But the specific question here is about amending the bylaws, and the rule in question provides "Any legislative action may be made by a majority vote with the exception of the Bylaws amendments (see Article IX)."

Edited April 14, 2023 at 11:01 PM by Josh Martin