voting requirements on a revision of by-laws

[Kasha]

Our club is undergoing a revision of our by-laws (initially passed in May 2022). The re-write is being done by a by-laws committee, chaired by the president, as authorized by our by-laws.  The committee has been meeting weekly for many months and are nearly done. I feel confident that approaching this as a revision and not as a series of amendments is the correct approach, since our proposed changes are so extensive.

My question now is who gets to vote on the revision and what % of the vote do we need to pass it? 

Our current by-laws state this:

"XII.    AMENDMENTS
A.    Amendments to these by-laws, with documentation supporting any proposed changes, may be proposed by the Executive Board or any member.
B.    Upon a vote approved by a majority of the Executive Board, the amendment shall be proposed to the membership.
C.    Notice to amend the by-laws, and the specific proposed amendment(s), shall be provided to all members, ten (10) days prior to any vote to amend the by-laws.
D.    These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board.

We also state this regarding who has voting rights: 

X.    VOTING RULES
A.    A Regular Member in Good Standing is defined as a Regular Member who is current on the payment of dues and has attended three (3) of the last twelve (12) meetings. (Section III, C:1).
B.    Only Regular Members in Good Standing may vote on any matter before the Membership and are entitled to one (1) vote each, either in person or electronically when authorized by the Executive Board.
C.    Voting matters not covered elsewhere in these by-laws shall be conducted by a show of hands and pass with a simple majority.

E.    Quorum
1.    Ten percent (10%) of the Regular Members in Good Standing and a majority of the Executive Board shall constitute a quorum at any meeting of the MTDC membership.  Said quorum must include either the President or the Chief of Operations. 
----

Currently, we have:

• 280 people in our database who receive meeting notices.
• 58 Members in Good Standing (for 2023; we do not anticipate this will come for a vote until February 2024 when our numbers will be different).
• 30 Members in Good Standing attending our monthly  meetings. 

I recognize the flaws (some/most) in our current by-laws which is why they are being revised. But sadly they are what we have to work with in order to revise them. 

Thank you for your feedback and expertise. 

 

[Josh Martin]

On 12/14/2023 at 10:28 AM, Kasha said:

My question now is who gets to vote on the revision and what % of the vote do we need to pass it? 

The bylaws provide that "These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board."

Your bylaws (thankfully) actually clearly define the term "Regular Members in Good Standing," which is "a Regular Member who is current on the payment of dues and has attended three (3) of the last twelve (12) meetings."

The bylaws further provide that "Only Regular Members in Good Standing may vote on any matter before the Membership and are entitled to one (1) vote each, either in person or electronically when authorized by the Executive Board."

The first part of this question - who gets to vote on the revision - seems straightforward. The bylaws are clear that only regular members in good standing have the right to vote.

The second part of the question is less straightforward. The question arises as to the meaning of the phrase "These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing." This wording does not exactly match any of the recommended wordings for voting requirements in RONR. There is ambiguity as to exactly what it means. It could be:

• This phrase may mean that two-thirds of all regular members in good standing, whether or not they are voting (or even present), must vote in the affirmative for the amendment to be adopted. That is, the intent is that this is equivalent to a vote of two-thirds of the entire membership. If this is correct, then it would presently require at least 39 votes in the affirmative - however, this number may be higher or lower in the end, as the number of regular members in good standing may change by February.
• On the other hand, it may be that the phrase "of the Regular Members in Good Standing" is simply intended to clarify who is voting on this matter, and that this is not intended to modify the meaning of the phrase "two-thirds vote." If that is the case, then this rule simply requires 2/3 of the members present and voting in order for adoption. So if, for example, there are 30 members casting votes on the amendment, then a minimum of 20 of those votes would need to be in the affirmative.

Based upon all of the available facts, my personal opinion is that the latter of these is most likely the true meaning of the rule in question. It is, however, ultimately up to the organization itself to interpret its own bylaws.

In the long run, I would advise amending the bylaws to clarify this matter. I would advise amending Article XII, Section D to simply read "These by-laws may be amended by a two-thirds (2/3) vote." Section B of Article XII already makes it clear that it is the membership which is voting on the amendments, and Article X already makes it clear which members may vote, as well as the rules pertaining to in-person and electronic voting. While the additional wording was presumably added for clarity, I think it is actually having the opposite effect, and is causing confusion.

While you are at it, I advise striking Article X, Section C. It is already the case under RONR that majority vote is the "default," and reiterating this rule in your bylaws may lead to unintended consequences. This may be interpreted to mean, for example, that rules in RONR requiring a 2/3 vote for certain matters (such as ending debate) are no longer applicable.

Edited December 14, 2023 at 05:33 PM by Josh Martin

[Richard Brown]

I mostly agree with Mr. Martin's comments.  The only point on which I have a relatively minor disagreement is that based on the definitions and rules iin RONR, I do not believe there is an ambiguity as to the vote requirement to amend the bylaws.  I believe it is clearly a two-thirds vote of those members actually voting, whether in-person or via email if authorized by the board.  In all other respects, I concur fully with Mr. Martin.  (I also agree with his suggested changes to your bylaws).

[Gary Novosielski]

I agree with @Richard Brown that the phrase:

• two-thirds vote of the Membership

should be interpreted as a normal two-thirds vote conducted among the Membership, and does not mean the same as:

• a vote of two thirds of the entire Membership.

And in this case, it is even clearer than that, since a careful reading of the language below indicates that it requires two-thirds of the Regular Members who are either present and voting, or not present yet voting--but clearly two-thirds of those voting--in other words, at least twice as many Yes votes as No votes, assuming a quorum is satisfied.

On 12/14/2023 at 11:28 AM, Kasha said:

D.    These by-laws may be amended by a two-thirds (2/3) vote of the Regular Members in Good Standing, voting in person or electronically when authorized by the Executive Board.

Edited to add:

I also strongly agree with the suggestion to strike Article X, Section C, and so simply default to the rules in RONR, in order to avoid unintended consequences.

Edited December 15, 2023 at 01:41 AM by Gary Novosielski

[Kasha]

Thank you for the interpretations and feedback.

And yes, we are making many changes to the original by-laws and cleaning up the wording around voting is key. 

[J. J.]

FWIW, I agree with Mr. Brown and Mr. Novosielski.  These are the members voting.