2/3 vote needed for change, but change is legally mandatory

[Guest Jim]

If the organization needs to make a change to remain in compliance with federal law but the change in question requires a 2/3 vote of the members per the operating agreement, what happens if less than 2/3 of members vote for the change? 
 

The change in question can be done in different ways that would all be compliant with the law, but no change (status quo) would not be compliant. In this situation, does a majority vote carry or do the members have to keep voting to get 2/3? 

[Josh Martin]

On 4/18/2023 at 4:22 PM, Guest Jim said:

If the organization needs to make a change to remain in compliance with federal law but the change in question requires a 2/3 vote of the members per the operating agreement, what happens if less than 2/3 of members vote for the change? 
 

The change in question can be done in different ways that would all be compliant with the law, but no change (status quo) would not be compliant. In this situation, does a majority vote carry or do the members have to keep voting to get 2/3? 

If the organization's rules provide that a 2/3 vote is required to make this change, then a 2/3 vote is required to make this change. A majority vote would not be sufficient. So yes, the organization's members will need to work together to find some sort of resolution to this matter that can get a 2/3 vote in support.

[Gary Novosielski]

On 4/18/2023 at 5:22 PM, Guest Jim said:

If the organization needs to make a change to remain in compliance with federal law but the change in question requires a 2/3 vote of the members per the operating agreement, what happens if less than 2/3 of members vote for the change? 
 

The change in question can be done in different ways that would all be compliant with the law, but no change (status quo) would not be compliant. In this situation, does a majority vote carry or do the members have to keep voting to get 2/3? 

A two-thirds vote is required if that's what your rules say.  RONR does not require that you obey the law--you are free to break it and suffer the legal consequences.  

Unless, that is, the federal law refers to a procedural matter, such as requiring or prohibiting proxies or mail votes, or similar parliamentary requirements.  That type of rule overrides your bylaws, so you have to obey it even before you change your bylaws to be in compliance.  Or even if you don't.

[Rob Elsman]

There is no change in the parliamentary procedure for amending the bylaws just because someone claims they do not conform to federal law.