Wording in the "Voting Rules" section of our by-laws

[Kasha]

A committee is doing a complete revision of the by-laws and tightening up the wording on the voting rules. Elsewhere in the by-laws, we defined the terms Member In Good Standing, Quorum, Proper Meeting Notice, EB (Executive Board).

ARTICLE V: VOTING RULES

A.     The following apply to all votes on matters before the MTDC:

1.      Only Members In Good Standing are eligible to vote and are entitled to one vote each.

2.      Proper meeting notice must have been provided and a quorum must be met.

3.      Votes counted are those cast in person, and/or electronically when authorized by the EB.

a.      Blank ballots and abstentions do not count towards determining the total votes cast.

b.     No proxy or absentee ballots shall be accepted.

4. For meetings and votes conducted entirely or in part by an electronic communications platform, participation and voting shall be deemed to be in person.

Question: elsewhere in the by-laws, where we reference a vote we state, for example: "passed by a two-thirds vote of the Executive Board" or "passed by a majority vote of the Members In Good Standing".  We do not state at each entry, "present and voting at a properly noticed meeting where a quorum is present" because we feel that is covered in A 1-4.  

Have we covered our bases with this wording by just stating, in the appropriate sections, the percentage needed to pass something? 

TIA.

(Next up I will have a question about how to "notice",  present, read, and vote on this lengthy document, since it is a revision and not amendments.)

Edited December 30, 2023 at 09:48 PM by Kasha

[Bruce Lages]

First question - do your current bylaws reference RONR as your parliamentary authority? If they do, then as to your question, all of the items that you 'do not state at each entry' are specifically stated in RONR and therefore do not need to be stated in your bylaws at all. What you want to include in your bylaws are the situations where your organization wants to follow a different prescription from that in RONR, such as that in A.1 in your Article 5. Repeating in your bylaws the rules set out in RONR is not a good idea because of the risk of creating conflicts in wording.

If you do not currently have RONR specified in your bylaws, it is highly recommended that you add it as part of your revision.

[Kasha]

Proposed wording in the revision we are drafting:

ARTICLE VI: MEETINGS
A.    Parliamentary Proceedings
1.    The current edition of Robert's Rules of Order Newly Revised shall govern all meetings to which they are applicable when they are not inconsistent with these By-Laws or any special rules adopted by the MTDC.
 

Wording in our present, operating by-laws:

IX.    MEETINGS
A.    Parliamentary Proceedings
1.    The current published version of Robert's Rules of Order shall govern the proceedings of all meetings of the MTDC, unless stated otherwise in these by-laws.
 

[Bruce Lages]

The suggested wording for adopting RONR as your parliamentary authority is : "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt" (RONR, 12th ed., 56:66). I would recommend that you use that exact wording, although you can certainly substitute your organization's name for the word 'Society'.

With the inclusion of that wording, my response above stands as to your question about the bylaw wording concerning your voting rules. You probably should check the rest of your proposed revision to see if there are any other instances where you can eliminate wording that is repeating rules that are already spelled out in RONR.

Edited December 30, 2023 at 10:41 PM by Bruce Lages
corrected spellng error

[Kasha]

On 12/30/2023 at 4:59 PM, Bruce Lages said:

First question - do your current bylaws reference RONR as your parliamentary authority? If they do, then as to your question, all of the items that you 'do not state at each entry' are specifically stated in RONR and therefore do not need to be stated in your bylaws at all. What you want to include in your bylaws are the situations where your organization wants to follow a different prescription from that in RONR, such as that in A.1 in your Article 5. Repeating in your bylaws the rules set out in RONR is not a good idea because of the risk of creating conflicts in wording.

If you do not currently have RONR specified in your bylaws, it is highly recommended that you add it as part of your revision.

Thank you, but let me understand: we should not be including in our by-laws wording about voting that RONR already covers? 

If that is what you are saying, I am so confused. Someone who supposedly knows RONR and was going to be our parliamentarian until she resigned in a huff, suggested that everywhere we mention voting that we had to state (for example): "approved by a 2/3rds vote of the Members in Good Standing, present and voting, at a properly noticed meeting where a quorum is present."  She wanted that wording (or similar) inserted at every single instance where we talk about voting. Basically quoting RONR everywhere in our by-laws. You are saying that is a bad idea? 

[Joshua Katz]

On 12/30/2023 at 6:23 PM, Kasha said:

You are saying that is a bad idea? 

If you are *changing* from the RONR default, then you should be as clear and explicit as possible. And you'll need to say what body votes on different things. But if you are following the RONR rule, then there is no reason to repeat RONR's language. Not just that, it can cause trouble. You might misstate something, as can happen; RONR's language is very carefully developed over a very long period of time. Or future readers might believe you were adding something, that you didn't just mean to copy the rule from RONR, because why would you? So they might interpret it to do something more. 

You adopt RONR as your parliamentary authority for a reason, and one of those reasons is to have a uniform source of rules for things like voting. You should rely on it except when you are deliberately making a change.

[Josh Martin]

On 12/30/2023 at 3:42 PM, Kasha said:

Question: elsewhere in the by-laws, where we reference a vote we state, for example: "passed by a two-thirds vote of the Executive Board" or "passed by a majority vote of the Members In Good Standing".  We do not state at each entry, "present and voting at a properly noticed meeting where a quorum is present" because we feel that is covered in A 1-4.  

Have we covered our bases with this wording by just stating, in the appropriate sections, the percentage needed to pass something? 

I think you're on the right track in cutting down on the wording, but you haven't gone far enough.

I think this wording is concerning, for a few reasons:

• First, a majority vote is already the "default" voting requirement in Robert's Rules of Order. So I generally see no reason to provide in the bylaws that a majority vote is required. (I suppose an exception would be if it was an instance where RONR requires a higher vote, such as 2/3, and the organization wanted a majority vote to be sufficient.) I also see no need to specify the members "in good standing," since you already have that covered in A 1-1. So generally, I think simply saying the action in question is adopted "by the membership" is sufficient.
  • If for some reason this language is necessary, I would suggest "by the membership, by a majority vote."
     
• On the other hand, requiring a two-thirds vote may make more sense (assuming a two-thirds vote is not already required). However, the language "by a two-thirds vote of the Executive Board" is potentially ambiguous, and may lead to an interpretation that two-thirds of the entire board is required. If it is not already clear from context that it is the Executive Board is voting, I would instead suggest the language "by the Executive Board, by a 2/3 vote."
   

On 12/30/2023 at 5:23 PM, Kasha said:

Thank you, but let me understand: we should not be including in our by-laws wording about voting that RONR already covers? 

Yes - unless, of course, you want to differ from what RONR provides.

On 12/30/2023 at 5:23 PM, Kasha said:

Someone who supposedly knows RONR and was going to be our parliamentarian until she resigned in a huff, suggested that everywhere we mention voting that we had to state (for example): "approved by a 2/3rds vote of the Members in Good Standing, present and voting, at a properly noticed meeting where a quorum is present."  She wanted that wording (or similar) inserted at every single instance where we talk about voting. Basically quoting RONR everywhere in our by-laws. You are saying that is a bad idea? 

Yes, it is a bad idea. There is absolutely no need to repeat all of that, because most of that is already covered in a.) your bylaws, b.) RONR, or c.) both.

The only reason you would need to reference something about voting in your bylaws is if you want that instance to be different from what RONR provides.

• So if you want to require a 2/3 vote when RONR only requires a majority vote (or vice versa), you could do that.
• If you want to specify the body that is voting (the membership, the board), because it isn't already clear from context, I would advise the construction "By the Executive Board, by a 2/3 vote" or "By the membership, by a 2/3 vote," so it is clear that the phrase is simply clarifying which body is voting, and not modifying the meaning of "2/3 vote."
• It's not necessary to specify "Members in Good Standing" every time, because your bylaws already state "Only Members In Good Standing are eligible to vote."
• It's not necessary to specify "present and voting." That's already the default unless otherwise specified.
• It's not necessary to specify "properly noticed" or "where a quorum is present." Those requirements are already assumed, unless otherwise specified.

In fact, in addition to being overly wordy, repeating all of this can be problematic. It's assumed that nothing is in the bylaws without a reason for it. So suppose you repeat what is in RONR, but not quite right. A parliamentarian will look at that and assume there is a reason for that difference. And now you've introduced a deviation from RONR without intending to.

It's often hard for people to accept this, but "less is more" is often good advice when drafting bylaws.

"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

"A two-thirds vote—when the term is unqualified—means at least two thirds of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:3

If the organization does wish to modify the usual voting requirements in a particular case, I would take a look at RONR (12th ed.) 44:7-10, "Modifications of Usual Bases for Decision."

Edited December 31, 2023 at 03:41 PM by Josh Martin

[Josh Martin]

On 12/30/2023 at 3:42 PM, Kasha said:

Question: elsewhere in the by-laws, where we reference a vote we state, for example: "passed by a two-thirds vote of the Executive Board" or "passed by a majority vote of the Members In Good Standing".  We do not state at each entry, "present and voting at a properly noticed meeting where a quorum is present" because we feel that is covered in A 1-4.  

Have we covered our bases with this wording by just stating, in the appropriate sections, the percentage needed to pass something? 

I think this wording is concerning, for a few reasons:

• First, a majority vote is already the "default" voting requirement in Robert's Rules of Order. So I generally see no reason to provide in the bylaws that a majority vote is required. (I suppose an exception would be if it was an instance where RONR requires a higher vote, such as 2/3, and the organization wanted a majority vote to be sufficient.) I also see no need to specify the members "in good standing," since you already have that covered in A 1-1. So generally, I think simply saying the action in question is adopted "by the membership" is sufficient.
  • If for some reason this language is necessary, I would suggest "by the membership, by a majority vote" or "by the Members in Good Standing, by a majority vote."
     
• On the other hand, requiring a two-thirds vote may make more sense. However, the language "by a two-thirds vote of the Executive Board" is potentially ambiguous, and may lead to an interpretation that two-thirds of the entire board is required. If it is not already clear from context that it is the Executive Board is voting, I would instead suggest the language "by the Executive Board, by a 2/3 vote."

On 12/30/2023 at 5:23 PM, Kasha said:

Thank you, but let me understand: we should not be including in our by-laws wording about voting that RONR already covers? 

Yes - unless, of course, you want to differ from what RONR provides.

On 12/30/2023 at 5:23 PM, Kasha said:

Someone who supposedly knows RONR and was going to be our parliamentarian until she resigned in a huff, suggested that everywhere we mention voting that we had to state (for example): "approved by a 2/3rds vote of the Members in Good Standing, present and voting, at a properly noticed meeting where a quorum is present."  She wanted that wording (or similar) inserted at every single instance where we talk about voting. Basically quoting RONR everywhere in our by-laws. You are saying that is a bad idea? 

Yes, it is a bad idea. There is absolutely no need to repeat all of that, because most of that is already covered in a.) your bylaws, b.) RONR, or c.) both.

The only reason you would need to reference something about voting in your bylaws is if you want that instance to be different from what RONR provides.

• So if you want to require a 2/3 vote when RONR only requires a majority vote, you could do that.
• If you want to specify the body that is voting (the membership, the board), because it isn't already clear from context, I would advise the construction "By the Executive Board, by a 2/3 vote" or "By the membership, by a 2/3 vote," so it is clear that the phrase is simply clarifying which body is voting, and not modifying the meaning of "2/3 vote."
• It's not necessary to specify "Members in Good Standing" every time, because your bylaws already state "Only Members In Good Standing are eligible to vote."
• It's not necessary to specify "present and voting." That's already the default unless otherwise specified.
• It's not necessary to specify "properly noticed" or "where a quorum is present." Those requirements are already assumed, unless otherwise specified.

In fact, in addition to being overly wordy, repeating all of this can be problematic. It's assumed that nothing is in the bylaws without a reason for it. So suppose you repeat what is in RONR, but not quite right. A parliamentarian will look at that and assume there is a reason for that difference. And now you've introduced a deviation from RONR without intending to.

It's often hard for people to accept this, but "less is more" is often good advice when drafting bylaws.

"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

"A two-thirds vote—when the term is unqualified—means at least two thirds of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:3

If the organization does wish to modify the usual voting requirements in a particular case, I would take a look at RONR (12th ed.) 44:7-10, "Modifications of Usual Bases for Decision."

In fact, while we're at it, you probably don't even need all of Article V, since some of that's already covered in RONR. All citations below refer to RONR (12th ed.)

ARTICLE V: VOTING RULES

A.     The following apply to all votes on matters before the MTDC:

1.      Only Members In Good Standing are eligible to vote and are entitled to one vote each.

2.      Proper meeting notice must have been provided and a quorum must be met.

3.      Votes counted are those cast in person, and/or electronically when authorized by the EB.

a.      Blank ballots and abstentions do not count towards determining the total votes cast.

b.     No proxy or absentee ballots shall be accepted.

4. For meetings and votes conducted entirely or in part by an electronic communications platform, participation and voting shall be deemed to be in person.

• The clarifying statement about "members in good standing" is good, so long as that term is defined elsewhere (and we're told it is).
• One person = one member = one vote is already covered in RONR. (45:2)
• Meeting notice and quorum are already covered in RONR. (9:2-5, 9:14, 40:1, 40:6, 40:10)
  • In addition, RONR provides some very limited exceptions to the quorum rule, and permits votes on a limited number of procedural actions in the absence of a quorum, such as motions to adjourn, recess, or set an adjourned meeting. This rule might be read as superseding RONR and providing that those are no longer options. (40:7-8)
• Rule A-3 seems fine. That does deviate from RONR in that it permits electronic voting (when authorized by the EB).
• The part about blank ballots and abstentions not counting is already covered in RONR. (44:1, 44:3)
• The part about no proxies or absentee ballots is already covered in RONR. (45:56, 45:70)
• Rule A-4 seems fine, in that this does deviate from RONR. Although I might advise "beefing up" the rules about electronic meetings, whether in that section or elsewhere. (And possibly some of it in lower-level rules, such as special rules of order.) See RONR (12th ed.) 9:36, and Appendix: Sample Rules for Electronic Meetings. There are important considerations an assembly needs to make for rules regarding electronic meetings - just saying "We can hold electronic meetings or whatever" doesn't really cut it and will lead to problems in the future.

Edited December 31, 2023 at 04:02 PM by Josh Martin

[Caryn Ann Harlos]

==== "approved by a 2/3rds vote of the Members in Good Standing, present and voting, at a properly noticed meeting where a quorum is present."  She wanted that wording (or similar) inserted at every single instance where we talk about voting. Basically quoting RONR everywhere in our by-laws. You are saying that is a bad idea? ====

HORRIBLE idea for all the reasons stated.

 

I have a lot of concerns about A4.  What does that even mean?  Do you have a rule elsewhere explicating authorizing electronic voting and what kind?  Rules for electronic items should be in a separate documents, policy manual, special rules of order etc.  What does it mean to be "present" for instance?  In email, are they presumed to be present?  Or do a certain number need to vote to establish a quorum.  I have seen both.  I could not for the life of me tell you what A.4. even means.

[Kasha]

Thank you everyone for your very detailed and thorough explanations. You have given me/this committee a lot to reconsider. If only we could afford to hire a professional to write by-laws for us.

I really appreciate the time and effort of your responses. Happy New Year!

[Gary Novosielski]

On 1/3/2024 at 11:19 PM, Kasha said:

Thank you everyone for your very detailed and thorough explanations. You have given me/this committee a lot to reconsider. If only we could afford to hire a professional to write by-laws for us.

I really appreciate the time and effort of your responses. Happy New Year!

There are sample bylaws and sample rules for electronic meetings in RONR 12th edition.

If you start with those and change only those rules which absolutely do not fit your organization, you should be on the right track. But before changing them, check back here for advice.