Our association (not an HOA) is entertaining a change in the way we vote to change our bylaws.

[Guest gokat]

WE are moving to electronic voting.  The amendment is this:

1. By Laws may be altered, amended or repealed by two thirds vote of the Association.  

The voting will take place electronically via email.  Written notice of the proposed change shall be posted on the OWGA website and an email will be sent to all members at least 10 days prior to the vote being sent to the Members.  Members will have 10 days to return their ballots.  The results of the proposed By Law change will be disseminated to the membership. 

 

The question is "Are 2/3 vote of the Association" meant to say 2/3 of the whole membership?

[Atul Kapur]

That's a good question to ask the mover of the amendment and, then, to amend the amendment so that it unambiguously says what the assembly intends it to say.

Good thing you've caught this now, before the amendment is adopted.

[Richard Brown]

While I agree with Dr. Kapur that it is best to clarify the vote requirement before the amendment is adopted, I believe the vote requirement is sufficiently clear, and the vote requirement is a regular majority vote  two thirds vote of those members present and voting, or, in the case of a mail or email ballot, the majority two thirds of the votes cast . Keep in mind that according to the Rules in RONR, an abstention or blank ballot is not a Vote. 

It is my opinion that per the rules in RONR, in order for the vote requirement to be the vote of a majority two thirds of the entire membership rather than a majority two thirds of the votes cast, the bylaws would have to explicitly say so. I believe the specification that the Vote shall be . . .”of the association” is simply defining the body which will be Voting.  An amendment to the bylaws requires a majority two thirds vote of the association rather than of the board. The phrase “a two-thirds vote” has a clearly defined meaning in RONR.

ultimately, this will be a question of bylaws interpretation, something that only the members of your association can do. We cannot interpret your bylaws for you.
 

Edited December 5, 2023 at 04:38 PM by Richard Brown
Added last paragraph. Edited again to change the words “majority vote“ to “two thirds vote“ wherever it appeared. My thanks to Joshua Katz for catching that mistake.

[Atul Kapur]

Well, since the OP has asked the question, it apparently isn't clear enough. 

On 12/4/2023 at 7:49 PM, Guest gokat said:

The question is "Are 2/3 vote of the Association" meant to say 2/3 of the whole membership?

If the intent is that the answer should be 'No,' I suggest amending the wording to say something like:

The Association may alter, amend or repeal the By Laws by a two thirds vote.

If the intent is that the answer should be 'Yes,' I suggest amending the wording to say something like:

By Laws may be altered, amended or repealed by the affirmative vote of two thirds of the entire membership of the Association.

[Joshua Katz]

On 12/4/2023 at 11:24 PM, Richard Brown said:

While I agree with Dr. Kapur that it is best to clarify the vote requirement before the amendment is adopted, I believe the vote requirement is sufficiently clear, and the vote requirement is a regular majority vote of those members present and voting, or, in the case of a mail or email ballot, the majority of the votes cast . Keep in mind that according to the Rules in RONR, an abstention or blank ballot is not a Vote. 

 

Do you mean 2/3?

[Richard Brown]

On 12/5/2023 at 1:22 AM, Joshua Katz said:

Do you mean 2/3?

Yes, thank you for catching that!!!  I meant two thirds! 

Edited to add:  I went back and made the corrections. Thanks again. 
 

Edited December 5, 2023 at 04:41 PM by Richard Brown
Added last paragraph

[Richard Brown]

On 12/4/2023 at 10:41 PM, Atul Kapur said:

Well, since the OP has asked the question, it apparently isn't clear enough

Well, perhaps it is not clear to the OP as a non-parliamentarian, but as a parliamentarian it seems pretty clear to me that based on the rules and definitions in RONR, which is their parliamentary authority, that the vote threshold will be “a two-thirds vote” as defined RONR.  Since it is a vote by mail, or by email, I would interpret it to be the vote of two thirds of those members actually voting, excluding blanks and abstentions, rather than a vote of two thirds  of the entire membership.  I think the words “of the Association“ are being used simply to define the voting body and to specify that it is the membership, not the board or some other body, that must approve bylaw amendments. 

RONR provides that if the intent is that the vote required to amend the bylaws be the affirmative vote of two thirds of the entire membership, the provision should clearly say that. The quoted provision does not clearly say that.

I think the OP is asking us, as parliamentarians, how we interpret that provision. I acknowledge that perhaps it is not clear to him, but I think that is the reason he is asking us.  

I do agree with you that it could perhaps be made even more clear by using the language you suggested, which is the language suggested by RONR. 

[Gary Novosielski]

I agree with Mr. Brown's interpretation of the forms:

• a two-thirds vote of the Society; and
• a vote of two-thirds of the Society

...the former being a standard two-thirds vote in a meeting of that body, and the latter being an affirmative vote of that fraction of the body.

I think both of those could be improved to remove any ambiguity, especially by including the word "entire" where that is the intent of the language.