quorum of more than 2/3

[Baofeng Ma]

Bylaws require more than 2/3 attendees of 13 members in the board meeting. 
In one meeting with 9 members attending the meeting, was the quorum present?

Some members said that 2/3 of 13 is 8.666, but it actually should be considered to be 9 because of no fractions in a vote (44:2), therefore more than 2/3 should be 10. The quorum is not present. 
 

[Joshua Katz]

On 11/28/2023 at 6:11 AM, Baofeng Ma said:

Some members said that 2/3 of 13 is 8.666, but it actually should be considered to be 9 because of no fractions in a vote (44:2), therefore more than 2/3 should be 10. The quorum is not present. 

Do they actually say "more than 2/3"? That's an unusual threshold for anything. Assuming they do, though, I disagree with this logic. 2/3 is 8.6bar. 9 is more than 8.6bar. So 9 is more than 2/3.

[Baofeng Ma]

On 11/28/2023 at 6:52 AM, Joshua Katz said:

Do they actually say "more than 2/3"?

Yes, it is more than 2/3, an unusual threshold. 

[Dan Honemann]

On 11/28/2023 at 6:11 AM, Baofeng Ma said:

Bylaws require more than 2/3 attendees of 13 members in the board meeting. 
In one meeting with 9 members attending the meeting, was the quorum present?

Some members said that 2/3 of 13 is 8.666, but it actually should be considered to be 9 because of no fractions in a vote (44:2), therefore more than 2/3 should be 10. The quorum is not present. 
 

I agree with Mr. Katz, and I don't think I understand the argument being made in this second paragraph.  As far as RONR is concerned, 10 is more than half (9.5) of 19 (see 44:1), so I don't see why 9 should not be regarded as being more than 2/3 (8.666) of 13.

What, exactly, do they find in 44:2 (or anywhere else in RONR) that supports their argument?

[Josh Martin]

On 11/28/2023 at 5:11 AM, Baofeng Ma said:

Bylaws require more than 2/3 attendees of 13 members in the board meeting. 
In one meeting with 9 members attending the meeting, was the quorum present?

Some members said that 2/3 of 13 is 8.666, but it actually should be considered to be 9 because of no fractions in a vote (44:2), therefore more than 2/3 should be 10. The quorum is not present. 

On 11/28/2023 at 5:54 AM, Baofeng Ma said:

Yes, it is more than 2/3, an unusual threshold. 

While this is an unusual threshold, it does not seem to me that it makes any difference in this particular example. Nine is more than 8.666. As a result, nine is more than two-thirds of 13, and a quorum is present if there are nine members present. With 13 members, the result would be the same if the quorum was two-thirds.

This unusual rule would make a difference if the board had twelve members. In such a case, eight would be exactly two-thirds, so at least nine members would need to be present in order to have a quorum.

Indeed, RONR (12th ed.) 44:1 (which I think is the intended citation, not 44:2) seems to support this view, notwithstanding what the members are saying.

"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. For example (assuming that there are no voters having fractions of a vote, as may occur in some conventions):

• If 19 votes are cast, a majority (more than 9½) is 10.
• If 20 votes are cast, a majority (more than 10) is 11.
• If 21 votes are cast, a majority (more than 10½) is 11." RONR (12th ed.) 44:1

I'd also suggest that, in addition to the manner in which the quorum is expressed, this seems like an unusually high quorum requirement.

[Gary Novosielski]

On 11/28/2023 at 6:11 AM, Baofeng Ma said:

Bylaws require more than 2/3 attendees of 13 members in the board meeting. 
In one meeting with 9 members attending the meeting, was the quorum present?

Some members said that 2/3 of 13 is 8.666, but it actually should be considered to be 9 because of no fractions in a vote (44:2), therefore more than 2/3 should be 10. The quorum is not present. 
 

"Some members" need math lessons.  If more than 2/3 must be present, and if 2/3 of 13 is approximately 8.6667, and if 9 is strictly greater than 8.6667 (which it is), then a quorum is present. 

Nothing in §44 contradicts this in any way.  While in the usual case there can't be fractional voting, there can certainly be fractional results when calculating a threshold for a vote or quorum. With an integral number of members, it will be impossible to hit some of these thresholds exactly, but that does not affect our ability to compare two numbers to see if they are equal and, if not, which is greater.

[Baofeng Ma]

On 11/28/2023 at 7:03 AM, Dan Honemann said:

I agree with Mr. Katz, and I don't think I understand the argument being made in this second paragraph.  As far as RONR is concerned, 10 is more than half (9.5) of 19 (see 44:1), so I don't see why 9 should not be regarded as being more than 2/3 (8.666) of 13.

What, exactly, do they find in 44:2 (or anywhere else in RONR) that supports their argument?

Basically I think they calculated in two steps:

1. They calculated how many persons 2/3 of 13, 8.666. As there is no fraction, persons should be 9. 

2. More than 2/3 of 13 persons (9) is 10 (or 9+1)

They find:

44:1 (assuming that there are no votes having fractions of a vote, as may occur in some conventions)

44:3 (assuming that there are no fractions of votes) 

[Atul Kapur]

On 11/28/2023 at 12:35 PM, Baofeng Ma said:

Basically I think they calculated in two steps:

1. They calculated how many persons 2/3 of 13, 8.666. As there is no fraction, persons should be 9. 

2. More than 2/3 of 13 persons (9) is 10 (or 9+1)

As has been stated by others, the underlined portion is incorrect. This applies to voting  (which is where 44:1 & 44:2 are relevant) but has no relevance in determining quorum or for determining the threshold to determine the outcome of a vote (for example, if 19 total votes are cast a majority is any vote > 9.5 and this does not get rounded up to the next whole number).

[Dan Honemann]

On 11/28/2023 at 12:35 PM, Baofeng Ma said:

Basically I think they calculated in two steps:

1. They calculated how many persons 2/3 of 13, 8.666. As there is no fraction, persons should be 9. 

2. More than 2/3 of 13 persons (9) is 10 (or 9+1)

They find:

44:1 (assuming that there are no votes having fractions of a vote, as may occur in some conventions)

44:3 (assuming that there are no fractions of votes) 

Well, since there seems to be a difference of opinion as to which answer is correct, your organization will have to make this determination for itself (see 56:68).  I do think there is some ambiguity here.

[Joshua Katz]

On 11/28/2023 at 3:59 PM, Dan Honemann said:

I do think there is some ambiguity here.

You do? Does it reside in RONR, or in the bylaws?

[Dan Honemann]

On 11/28/2023 at 4:03 PM, Joshua Katz said:

You do? Does it reside in RONR, or in the bylaws?

Perhaps both.  There is certainly more in RONR touching on this subject in connection with voting requirements than there is with respect to quorum requirements.

[Gary Novosielski]

On 11/28/2023 at 12:35 PM, Baofeng Ma said:

1. They calculated how many persons 2/3 of 13, 8.666. As there is no fraction, persons should be 9. 

2. More than 2/3 of 13 persons (9) is 10 (or 9+1)

Step 2 is incorrect.  Two-thirds of 13 is not 9.  It is still 8⅔ and always will be; and 9 is still greater than that.

Edited to add:

And as a reminder to future generations of readers of this thread: The standard in RONR for a two-thirds vote is at least two-thirds, not more than two-thirds. This thread involves an unusual bylaws provision.

Edited November 28, 2023 at 09:40 PM by Gary Novosielski

[Baofeng Ma]

On 11/28/2023 at 4:32 PM, Gary Novosielski said:

Step 2 is incorrect.  Two-thirds of 13 is not 9.  It is still 8⅔ and always will be; and 9 is still greater than that.

They agreed that 2/3 of 13 is 8⅔, but they think 2/3 of 13 persons is 9 by rounding up. 

[Joshua Katz]

On 11/28/2023 at 5:02 PM, Baofeng Ma said:

They agreed that 2/3 of 13 is 8⅔, but they think 2/3 of 13 persons is 9 by rounding up. 

This is why I have trouble locating ambiguity. This is just wrong.

[Gary Novosielski]

On 11/28/2023 at 5:02 PM, Baofeng Ma said:

They agreed that 2/3 of 13 is 8⅔, but they think 2/3 of 13 persons is 9 by rounding up. 

Well, 2/3 of 13 is not 9.  2+2 is not equal to 6.   3 is not equal to -3. 

Not even if they think so.

[Shmuel Gerber]

So far, all we know is that the quorum requirement is "more than 2/3 attendees".

That's not exactly a lot to go on.

I guess we also need to know whether or not in this board "fractional persons" exist. 🙂

On 11/28/2023 at 12:35 PM, Baofeng Ma said:

Basically I think they calculated in two steps:

1. They calculated how many persons 2/3 of 13, 8.666. As there is no fraction, persons should be 9. 

2. More than 2/3 of 13 persons (9) is 10 (or 9+1)

This logic is almost unassailable, yet everyone here (including me) seems to think it is probably wrong in this case. 

[Dan Honemann]

On 11/29/2023 at 10:06 AM, Shmuel Gerber said:

So far, all we know is that the quorum requirement is "more than 2/3 attendees".

That's not exactly a lot to go on.

I guess we also need to know whether or not in this board "fractional persons" exist. 🙂

This logic is almost unassailable, yet everyone here (including me) seems to think it is probably wrong in this case. 

Which is why, as I said, I believe that an ambiguity does exist.

[Gary Novosielski]

On 11/29/2023 at 10:25 AM, Dan Honemann said:

Which is why, as I said, I believe that an ambiguity does exist.

At the risk of being charged with pedantry however, I must insist that if any ambiguity does exist, it is not on the question of whether 9 is, in fact, greater that 8⅔.

I think it is fair to say that when we are considering such questions, and find ourselves tempted to adopt rounding as part of the process, we are venturing down a dark path to a bad end.  This can be summed up in what I shall modestly refer to as Gary's Rule:

• Comparing: GOOD
• Rounding: BAD

 

[Baofeng Ma]

On 11/29/2023 at 10:06 AM, Shmuel Gerber said:

I guess we also need to know whether or not in this board "fractional persons" exist. 🙂

No, fractional persons do not exist.

[Drake Savory]

On 11/28/2023 at 10:55 PM, Gary Novosielski said:

2+2 is not equal to 6. 

It could be for very large values of 2.

[Gary Novosielski]

On 11/29/2023 at 9:42 PM, Drake Savory said:

It could be for very large values of 2.

You mean like 2?  Or perhaps for spherical 2s in a vacuum.

But in real math, if you add 2.999repeating + 2.999repeating, that would equal 6.  But those would more properly be called small values of three. 

[Baofeng Ma]

On 11/29/2023 at 10:06 AM, Shmuel Gerber said:

 

So far, all we know is that the quorum requirement is "more than 2/3 attendees"

 

Is it safe to summarize the two points of view like the following?

1. (more than 2/3) attendees = 9

2. more than (2/3 attendees) = 10

[Gary Novosielski]

On 11/29/2023 at 11:33 PM, Baofeng Ma said:

Is it safe to summarize the two points of view like the following?

1. (more than 2/3) attendees = 9

2. more than (2/3 attendees) = 10

No, the second one is still nonsense.  

[Dan Honemann]

On 11/29/2023 at 11:33 PM, Baofeng Ma said:

Is it safe to summarize the two points of view like the following?

1. (more than 2/3) attendees = 9

2. more than (2/3 attendees) = 10

Well, it certainly seems to accurately summarize the two points of view of your members.

As best I can determine, none of the respondents here agrees with those of your members who think that the answer is 10, but this is of no consequence. We are not members of your organization which must decide for itself how to correctly interpret the meaning of this provision of your bylaws.

[Shmuel Gerber]

On 11/28/2023 at 9:01 AM, Josh Martin said:

For example (assuming that there are no voters having fractions of a vote, as may occur in some conventions):

• If 19 votes are cast, a majority (more than 9½) is 10.
• If 20 votes are cast, a majority (more than 10) is 11.
• If 21 votes are cast, a majority (more than 10½) is 11." RONR (12th ed.) 44:1

I'm not particularly fond of this formulation, although it conveys the correct idea in practice.

I think what it really means is something like "For example (assuming that there are no voters having fractions of a vote…) … If 19 votes are cast, 10 is a majority (more than 9½), as are 11 through 19, but 0 through 9 are not."

But I'm not saying you should expect to see such wording in the 13th edition. 🙂