Voting

[Guest KDS]

If your bylaws have a voting section that states: "unless otherwise provided for by these by-laws, all decisions at a general and special meeting shall be by simple majority of vote of those present and entitled to vote and voting; provided always that a quorum is in attendance" and they also state "questions of parliamentary nature not herein dealt with shall be decided according to Robert's Rules of Order" -  the question is, does the 2/3 majority vote requirement listed in Robert's Rules for a Motion to Amend Something Previously Adopted apply or does the voting clause in the bylaws supersede making it a simple majority requirement to amend a motion previously adopted?

[Rob Elsman]

I think the answer depends on whether the adoption of Rescind or Amend Something Previously Adopted is one of those "...all decisions...".  I would not dare tread in this territory, since I could not possibly know what was intended by "all decisions" when the bylaw was adopted.

[Gary Novosielski]

On 2/28/2024 at 7:01 PM, Guest KDS said:

If your bylaws have a voting section that states: "unless otherwise provided for by these by-laws, all decisions at a general and special meeting shall be by simple majority of vote of thIose present and entitled to vote and voting; provided always that a quorum is in attendance" and they also state "questions of parliamentary nature not herein dealt with shall be decided according to Robert's Rules of Order" -  the question is, does the 2/3 majority vote requirement listed in Robert's Rules for a Motion to Amend Something Previously Adopted apply or does the voting clause in the bylaws supersede making it a simple majority requirement to amend a motion previously adopted?

It's ambiguous, and badly written too.  

I could argue that "all decisions" means main motions, while a motion to Amend Something Previousy Adopted is a "question of a parliamentary nature." 

But someone else could argue differently.  

Fortunately, your organization alone can interpret what your bylaws mean.  If I had a magic wand, I would replace that entire paragraph with the language recommended for adopting RONR as the parliamentary authority:

Article #
Parliamentary Authority

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.

Of course most people would replace the word Society in both places with something more appropriate for the specific organization.

 

[Atul Kapur]

On 2/28/2024 at 8:30 PM, Rob Elsman said:

I could not possibly know what was intended by "all decisions" when the bylaw was adopted.

 

On 2/28/2024 at 9:12 PM, Gary Novosielski said:

It's ambiguous

What part of "all decisions" is ambiguous?

[Rob Elsman]

Well, for example, does the rule mean that the chair cannot make a ruling on a Point of Order without submitting the matter to the judgment of the assembly by majority vote? One might reasonably suppose such a ruling is one of the "all decisions", but I have to doubt that the bylaw intends this.  I think it is more likely that someone found some boilerplate language somewhere, and the assembly adopted the language without having any particular intention about the meaning or consequences of it.

For another example, does the bylaw mean that rules of order and motions that have the effect of suspending rules of order can be adopted by majority vote?  That's a pretty dangerous interpretation for an ordinary society, but it seems to me to be a reasonable interpretation of "all decisions".

My own sense of it is that the bylaw is stupid nonsense.  I think it is uninterpretable with any kind of reasonable accuracy--I wouldn't even begin to try.

[Josh Martin]

On 2/28/2024 at 6:01 PM, Guest KDS said:

If your bylaws have a voting section that states: "unless otherwise provided for by these by-laws, all decisions at a general and special meeting shall be by simple majority of vote of those present and entitled to vote and voting; provided always that a quorum is in attendance" and they also state "questions of parliamentary nature not herein dealt with shall be decided according to Robert's Rules of Order" -  the question is, does the 2/3 majority vote requirement listed in Robert's Rules for a Motion to Amend Something Previously Adopted apply or does the voting clause in the bylaws supersede making it a simple majority requirement to amend a motion previously adopted?

I think the voting clause in the bylaws takes precedence. Even if Robert's Rules of Order is provided as your society's parliamentary authority, a provision in Robert's Rules is not in the bylaws themselves.

I am rather doubtful this is what your society intended, so I would advise amending the bylaws to strike this provision at the earliest opportunity. It seems what was intended here was to provide some "default" voting provisions which are controlling unless otherwise provided by any other rule of the society - your bylaws, special rules of order, or Robert's Rules of Order. But RONR already has you covered there, so there's no need to (poorly) reiterate these provisions in your bylaws.

I also agree with Mr. Novosielski that the language "questions of parliamentary nature not herein dealt with shall be decided according to Robert's Rules of Order" should be replaced with the recommended language for adopting RONR as the parliamentary authority.

On 2/28/2024 at 8:12 PM, Gary Novosielski said:

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.

On 2/28/2024 at 8:12 PM, Gary Novosielski said:

I could argue that "all decisions" means main motions, while a motion to Amend Something Previousy Adopted is a "question of a parliamentary nature." 

Well, this wouldn't be a very good argument, since a motion to Amend Something Previously Adopted is a main motion.

Perhaps you meant to say original main motions? That's slightly better, but I think not by much.

[KDS]

Thank you for the input, very much appreciated.  Not sure if this clarification makes any difference, there are a few instances in the bylaws that specify 2/3 vote such as suspending or amending constitution/bylaws, and also specifies 2/3 votes in the Rules of Order, to suspend the regular order of business which is parliamentary in nature, so the bylaws do specify some instances (main motions and questions of parliamentary nature) where a simple majority does not apply, so would that give more weight to the argument that "unless otherwise provided for by these by-laws" all decisions would include main motions and questions of parliamentary nature?  

I agree, a magic wand would be great to revise the wording, and will bring this suggestion forward however the bylaws were written years ago and change will take time, so until then stuck with trying to interpret the current wording. 

Thank you everyone for your valuable insight, these forums are a wealth of information and the takeaway seems to align with what I was thinking, that the voting clause in the bylaws would take precedence.  

[Joshua Katz]

On 2/29/2024 at 11:39 AM, KDS said:

Not sure if this clarification makes any difference, there are a few instances in the bylaws that specify 2/3 vote such as suspending or amending constitution/bylaws, and also specifies 2/3 votes in the Rules of Order, to suspend the regular order of business which is parliamentary in nature, so the bylaws do specify some instances (main motions and questions of parliamentary nature) where a simple majority does not apply, so would that give more weight to the argument that "unless otherwise provided for by these by-laws" all decisions would include main motions and questions of parliamentary nature?

Given the new information that the bylaws demonstate an eagerness, in certain cases, to give a different vote threshold, I think the case is very strong that, indeed, all other circumstances are covered by the rule of a majority vote as given in the bylaws, and RONR has nothing to say on voting thresholds.

[Atul Kapur]

On 2/29/2024 at 1:39 PM, KDS said:

Thank you for the input, very much appreciated.  Not sure if this clarification makes any difference, there are a few instances in the bylaws that specify 2/3 vote such as suspending or amending constitution/bylaws, and also specifies 2/3 votes in the Rules of Order, to suspend the regular order of business which is parliamentary in nature, so the bylaws do specify some instances (main motions and questions of parliamentary nature) where a simple majority does not apply, so would that give more weight to the argument that "unless otherwise provided for by these by-laws" all decisions would include main motions and questions of parliamentary nature?  

I agree, a magic wand would be great to revise the wording, and will bring this suggestion forward however the bylaws were written years ago and change will take time, so until then stuck with trying to interpret the current wording. 

Thank you everyone for your valuable insight, these forums are a wealth of information and the takeaway seems to align with what I was thinking, that the voting clause in the bylaws would take precedence.  

Agreeing with @Joshua Katz, this reinforces my understanding that "all" means all.

On 2/29/2024 at 10:48 AM, Rob Elsman said:

For another example, does the bylaw mean that rules of order and motions that have the effect of suspending rules of order can be adopted by majority vote?  That's a pretty dangerous interpretation for an ordinary society, but it seems to me to be a reasonable interpretation of "all decisions".

We now know (but didn't when Mr. Elsman wrote this) that the bylaws set a higher threshold, so the comment doesn't apply to the OP's situation. However, as a general point it is important to note that parliamentary procedure does not protect a society, ordinary or otherwise, from making bad or dangerous decisions such as deciding that rules can be suspended by a majority vote. 

[Gary Novosielski]

On 2/29/2024 at 12:24 AM, Atul Kapur said:

 

What part of "all decisions" is ambiguous?

The all part is not, but the decisions part is.  Is a motion for the Previous Question itself a decision, or merely a way to proceed to actually making one?  

 

 

[Josh Martin]

On 2/29/2024 at 12:39 PM, KDS said:

Not sure if this clarification makes any difference, there are a few instances in the bylaws that specify 2/3 vote such as suspending or amending constitution/bylaws, and also specifies 2/3 votes in the Rules of Order, to suspend the regular order of business which is parliamentary in nature, so the bylaws do specify some instances (main motions and questions of parliamentary nature) where a simple majority does not apply, so would that give more weight to the argument that "unless otherwise provided for by these by-laws" all decisions would include main motions and questions of parliamentary nature?

Yes, I think so.

[Gary Novosielski]

Yes I think it could well make a difference that there are other places in the bylaws that specify a two-thirds vote.  It is a good rule to follow that interpretation of bylaws should only be made by considering isolated portions of the language in the context of the bylaws as a whole.   And it's also true that only the society itself can interpret its own bylaws.  The way to decide definitively is via Point of Order and Appeal.

But the very fact that the bylaws require a two-thirds vote to suspend the rules is another example of duplicating rules already present in RONR in the bylaws.  As discussed above, this is generally not best practice since, when the copying is flawed, undesirable side effects are often introduced, and if the copying is flawless, it is pointless.

 

[Atul Kapur]

On 2/29/2024 at 6:11 PM, Gary Novosielski said:

if the copying is flawless, it is pointless.

Except in this situation where any exceptions to the majority vote rule need to be specified in the bylaws. I'm not saying that the rule in the OP's bylaws is a good idea, but I've seen in more than one organization, so the exceptions are important.

[Gary Novosielski]

On 2/29/2024 at 10:23 PM, Atul Kapur said:

Except in this situation where any exceptions to the majority vote rule need to be specified in the bylaws. I'm not saying that the rule in the OP's bylaws is a good idea, but I've seen in more than one organization, so the exceptions are important.

No question.  And if the bylaws provisions are purposeful and well thought out, hey, that's whole point of being able to supersede the Parliamentary Authority.  But for every good local rule—and I've seen a few—there are at least an equal number of pointless restatements of rules already there, and usually restated clumsily or incompletely, causing trouble that could have been easily avoided by doing nothing.  

It's a bias, I'll admit, but one based on actual evidence, I hope.