Quorum & Vote Count Question

[Guest PastorSearchCommitteeChair]

Hello,

I am the chair of the pastor search committee for my church, and we are holding a special business meeting in a few weeks to vote on the calling of a new pastor. I want to make sure, as we prepare for the vote, that we understand the bylaws correctly so that there is not a dispute later that a provision was not followed. A few questions were asked by members of the committee, and because I am not an expert in RONR, I wanted to come to ask those who are. Relevant excerpted provisions are below, then questions.

Article I. Church Membership

Section 3. Rights of Members

 

1. Every member of the church is entitled to vote at all elections and on all questions submitted to the church in conference, provided the member is present or provision has been made for absentee balloting.

 

Section 4. Termination of Membership

Membership shall be terminated in the following ways:

1. Death of the member

2. By transfer of letter of recommendation to another Baptist Church

3. Exclusion by action of this church, or

4. Erasure upon request or proof of membership in a church of another denomination.

Article II. Church officers and their Duties

Section 1. The Pastor

A Pastor shall be chosen and called by the church whenever a vacancy occurs. The election shall take place at a meeting called for that purpose of which at least one week's public notice has been given.

A Pastor Selection Committee shall be elected by the church to seek out a suitable pastor, and its recommendation will constitute a nomination. Any church member has the privilege of making other nominations according to the policy established by the church. The committee shall bring to the consideration of the church only one name at a time. Election shall be by ballot, an affirmative vote of 3/4 of the quorum as specified in Article V, Section 5. . .

. . . The church may declare the office of Pastor vacant. Such action shall take place at a meeting called for that purpose, of which at least one week's public notice has been given. The meeting may be called upon the recommendation of a majority of the personnel committee and the deacons or by written petition signed by not less than one fourth of the resident church members. The moderator for this meeting shall be designated by the members present by majority vote, and he shall be someone other than the Pastor. The vote to declare the office vacant shall be by secret ballot; an affirmative vote of three-fourths of the quorum as specified in Article V, Section 5.

Article V. Church Meetings

Section 3. Regular Business Meetings

Order shall be settled by the customary rules as stated by Robert's Rules of Order, excepting when these may be used to contravene Holy Scripture.

Section 4. Special Business Meetings

The church may conduct called business meetings to consider matters of special nature or significance. A one-week notice must be given, unless extreme urgency renders such notice impractical.

It must be given in such a manner that all resident members have opportunity to know of the meeting.

Section 5. Quorum

The quorum will be made up of at least 3/4 of the Church Council or their representative and an equal number of members who are not part of the Council, provided it is a stated meeting or one that has been properly called, with the exception of handling of church properties, and calling or terminating of the pastor, for which the quorum shall consist of fifty percent of the resident church membership.

 

Questions:

1) If it is not otherwise defined in the Constitution or bylaws, is there a standard understanding in RONR of what "resident membership" is? It seems like it is superfluous to use "resident membership" in defining the quorum under Article V, Section 5 unless it means something more limited than "members." Our current plan is to assume that it means the same as "members" and require a quorum of 50 percent of the members of the church.

2) Article II, Section 1 says that the calling of a pastor "shall be by ballot," and the declaring of the office of pastor vacant "shall be by secret ballot." Is there an open ballot system that I'm not aware of, or is this just sloppy writing (it appears there is other sloppy writing in the same sentence)? Our current plan is to use a secret ballot.

3) Article II, Section 1 requires an affirmative vote of 3/4 of the quorum. Does this mean that a blank ballot or a ballot not turned in is counted as a "no" vote for practical purposes? In other words, to give an example, if we have 60 members, and 31 members are present for the meeting, then 3/4 would be 24. If someone chooses to abstain by either not marking their ballot or not turning one in, reducing the number of ballots voted to 30, does the 3/4 affirmative requirement drop to 23 or remain at 24 because it is based on the quorum, not on the number of votes cast?

[Joshua Katz]

On 3/20/2024 at 6:22 PM, Guest PastorSearchCommitteeChair said:

1) If it is not otherwise defined in the Constitution or bylaws, is there a standard understanding in RONR of what "resident membership" is? It seems like it is superfluous to use "resident membership" in defining the quorum under Article V, Section 5 unless it means something more limited than "members." Our current plan is to assume that it means the same as "members" and require a quorum of 50 percent of the members of the church.

 

No, it seems to be a word that appears only in your bylaws, not RONR, so any definition would need to be found there.

On 3/20/2024 at 6:22 PM, Guest PastorSearchCommitteeChair said:

2) Article II, Section 1 says that the calling of a pastor "shall be by ballot," and the declaring of the office of pastor vacant "shall be by secret ballot." Is there an open ballot system that I'm not aware of, or is this just sloppy writing (it appears there is other sloppy writing in the same sentence)? Our current plan is to use a secret ballot.

 

Probably just sloppy. I'd vote by secret ballot.

On 3/20/2024 at 6:22 PM, Guest PastorSearchCommitteeChair said:

3) Article II, Section 1 requires an affirmative vote of 3/4 of the quorum. Does this mean that a blank ballot or a ballot not turned in is counted as a "no" vote for practical purposes? In other words, to give an example, if we have 60 members, and 31 members are present for the meeting, then 3/4 would be 24. If someone chooses to abstain by either not marking their ballot or not turning one in, reducing the number of ballots voted to 30, does the 3/4 affirmative requirement drop to 23 or remain at 24 because it is based on the quorum, not on the number of votes cast?

I don't know, and I doubt whoever wrote it knew, either, they just echoed language that often appears in legal documents or rules of legislatures. Apparently, for this purpose, a quorum is not a majority, but 50% of something. So if that something were 60, a quorum would be 30, and 3/4 of the quorum would be 90/4=22.5, so you'd need 23 votes, not 24, regardless of who attends. But if 60 were present, you'd still need 23 yes votes, so less than a majority, making me think that's not what it means.

[Guest PastorSearchCommitteeChair]

On 3/20/2024 at 9:29 PM, Joshua Katz said:

I don't know, and I doubt whoever wrote it knew, either, they just echoed language that often appears in legal documents or rules of legislatures. Apparently, for this purpose, a quorum is not a majority, but 50% of something. So if that something were 60, a quorum would be 30, and 3/4 of the quorum would be 90/4=22.5, so you'd need 23 votes, not 24, regardless of who attends. But if 60 were present, you'd still need 23 yes votes, so less than a majority, making me think that's not what it means.

I'd agree that whoever wrote it did not know exactly what they meant. I think read completely literally, yes, then the affirmative vote requirement would be 3/8 of whatever the term "resident membership" means, no matter how many people are at the meeting. Obviously, that would mean that you could have 3/8 overrule 5/8 if everyone was in attendance.

I suspect that whoever wrote it was thinking of quorum as a fluid term - the minimum is set, but then whatever number above that is present is the "quorum" that is present (which is obviously not the actual meaning, but would be a reasonably erroneous view). In that case, we would interpret it as 3/4 of those present (as opposed to those present and voting)

I did realize there is a provision for amendments in Article VII of the by-laws that may muddy the waters further:
"Changes in the Constitution and by-laws may be made at any regular business meeting of the church, provided each amendment shall have been presented in writing at a previous business meeting and copies of the proposed amendment shall have been furnished to each member present at the earliest meeting.

These changes may become effective by a 3/4 majority vote of those members present and voting by secret ballot."

So there we have a provision that at least gives a clear vote-counting standard for something. The way I see it, there are 4 ways that we could interpret the provision for calling a pastor (there is no ambiguity that the quorum for the meeting is 50% of the "resident membership"):

1) 3/8 of the church resident membership, regardless of how many members above 50% are present, must vote in favor (plain, literal reading of the provision but clearly wrong)

2) 3/4 of those present and voting must vote in favor (abstentions or blank ballots would reduce the total number of votes, not count as no votes). (This would follow the wording in Article VII for amendments as a guide, but doesn't really account for the unique wording of Article II, Section 1)

3) 3/4 of those present must vote in favor (abstentions or blank ballots would for practical purposes be counted as no votes) (this would be the interpretation if we assume whoever wrote it was treating "quorum" as a fluid term)

4) 3/4 of those present and voting must vote in favor, and that number must also be at least 3/8 of the church membership (abstentions or blank ballots would not count as no votes, but too many might reduce the number of yes votes below the minimum) (this interpretation gives effect to the 3/4 of the quorum requirement as imposing a floor, but it also adds wording not in the text)

Ultimately, my primary consideration in wanting this clarified is that we want the same rules to apply to calling and terminating a pastor (and I don't want to make it so easy to terminate a pastor that 3/8 of the congregation can do it by themselves). My suggestion will be that the church amend the by-laws over the course of the next several normal business meetings to fix this, but for the upcoming meeting, is the interpretation of that provision something we could do by a point of order to the moderator of the meeting? I'm imagining something like this:

We nominate and select a moderator for the meeting. (Our by-laws use moderator for the person running the meeting rather than chair.) The main motion (the calling of the pastor) is made and seconded. Someone raises a point of order, "Mr./Ms. Moderator, a point of order. I seek a ruling by the moderator on what number of affirmative votes is required for the calling of a pastor under Article II, Section 1 of the by-laws." The moderator then provides the interpretation and the number based on the number of members present at the meeting. Any member present at the meeting has the opportunity to challenge it if s/he believes it is incorrect. We would then proceed with any debate and then move to end debate and vote with the vote tally being bound by the moderator's ruling.

[Joshua Katz]

On 3/21/2024 at 1:46 PM, Guest PastorSearchCommitteeChair said:

3) 3/4 of those present must vote in favor (abstentions or blank ballots would for practical purposes be counted as no votes) (this would be the interpretation if we assume whoever wrote it was treating "quorum" as a fluid term)

 

I agree that this seems most likely.

On 3/21/2024 at 1:46 PM, Guest PastorSearchCommitteeChair said:

Ultimately, my primary consideration in wanting this clarified is that we want the same rules to apply to calling and terminating a pastor (and I don't want to make it so easy to terminate a pastor that 3/8 of the congregation can do it by themselves). My suggestion will be that the church amend the by-laws over the course of the next several normal business meetings to fix this, but for the upcoming meeting, is the interpretation of that provision something we could do by a point of order to the moderator of the meeting? I'm imagining something like this:

We nominate and select a moderator for the meeting. (Our by-laws use moderator for the person running the meeting rather than chair.) The main motion (the calling of the pastor) is made and seconded. Someone raises a point of order, "Mr./Ms. Moderator, a point of order. I seek a ruling by the moderator on what number of affirmative votes is required for the calling of a pastor under Article II, Section 1 of the by-laws." The moderator then provides the interpretation and the number based on the number of members present at the meeting. Any member present at the meeting has the opportunity to challenge it if s/he believes it is incorrect. We would then proceed with any debate and then move to end debate and vote with the vote tally being bound by the moderator's ruling.

Well, something like that. It seems to me that asking the question before the votes are in is in the nature of a parliamentary inquiry, which does not bind the organization. But once the votes are in, if they meet some thresholds but not others, the moderator will decide which applies and announce the result, and a point of order could be raised that some other threshold should apply. The ruling on the point of order could then be appealed. Because the underlying motion to appoint the pastor is debatable, so is the appeal.

[Atul Kapur]

In case it helps, another P.A. (AIP Standard Code) defines a "majority of the quorum" as "a majority of those present and voting, assuming a quorum is present, with the further stipulation that the affirmative vote must include a majority of the number required for a quorum."

If you replace majority with ¾, you get the same result as your option #4.

[Guest PastorSearchCommitteeChair]

Thank you to both of you. I anticipate that it won't be an issue and it will pass under all 4 interpretations, but I didn't want to go in unprepared in case something surprising happens.

[Shmuel Gerber]

On 3/20/2024 at 9:22 PM, Guest PastorSearchCommitteeChair said:

Article V. Church Meetings

Section 3. Regular Business Meetings

Order shall be settled by the customary rules as stated by Robert's Rules of Order, excepting when these may be used to contravene Holy Scripture.

I can't imagine why anyone thought the latter half of this sentence necessary or useful. 

[Josh Martin]

On 3/20/2024 at 8:22 PM, Guest PastorSearchCommitteeChair said:

1) If it is not otherwise defined in the Constitution or bylaws, is there a standard understanding in RONR of what "resident membership" is? It seems like it is superfluous to use "resident membership" in defining the quorum under Article V, Section 5 unless it means something more limited than "members." Our current plan is to assume that it means the same as "members" and require a quorum of 50 percent of the members of the church.

No. RONR defines "membership" generally, but does not define "resident" or "resident membership."

To the extent it is of assistance, RONR defines "membership" as follows:

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction." RONR (12th ed.) 1:4

It will ultimately be up to the organization to interpret its own bylaws. Assuming it means the same as "members" seems like as good a plan as any, unless someone can figure out what "resident membership" refers to.

On 3/20/2024 at 8:22 PM, Guest PastorSearchCommitteeChair said:

2) Article II, Section 1 says that the calling of a pastor "shall be by ballot," and the declaring of the office of pastor vacant "shall be by secret ballot." Is there an open ballot system that I'm not aware of, or is this just sloppy writing (it appears there is other sloppy writing in the same sentence)? Our current plan is to use a secret ballot.

While there is such a thing as a non-secret ballot, the term "ballot" means "secret ballot" unless the bylaws provide otherwise.

On 3/20/2024 at 8:22 PM, Guest PastorSearchCommitteeChair said:

3) Article II, Section 1 requires an affirmative vote of 3/4 of the quorum.

Oh dear. So this is where the sloppy writing comes in.

The term "quorum" refers to the minimum number of members that must be present in order to conduct business. So phrases like this don't actually make any logical sense.

You could try to apply it literally, but my experience has generally been that with phrases like this, the intended meaning of the word "quorum" in this context is "the members present, provided that at least a quorum is present," notwithstanding that this is not actually what the word means.

On 3/20/2024 at 8:22 PM, Guest PastorSearchCommitteeChair said:

3) Article II, Section 1 requires an affirmative vote of 3/4 of the quorum. Does this mean that a blank ballot or a ballot not turned in is counted as a "no" vote for practical purposes? In other words, to give an example, if we have 60 members, and 31 members are present for the meeting, then 3/4 would be 24.

I believe so, yes. I would likely interpret this rule as meaning "3/4 of the members present."

Although, I would technically say that a blank ballot or a ballot not turned in has the same effect as a no vote rather than saying it is "counted as" a no vote.

On 3/21/2024 at 3:46 PM, Guest PastorSearchCommitteeChair said:

My suggestion will be that the church amend the by-laws over the course of the next several normal business meetings to fix this, but for the upcoming meeting, is the interpretation of that provision something we could do by a point of order to the moderator of the meeting?

Yes.

On 3/21/2024 at 3:46 PM, Guest PastorSearchCommitteeChair said:

We nominate and select a moderator for the meeting. (Our by-laws use moderator for the person running the meeting rather than chair.) The main motion (the calling of the pastor) is made and seconded. Someone raises a point of order, "Mr./Ms. Moderator, a point of order. I seek a ruling by the moderator on what number of affirmative votes is required for the calling of a pastor under Article II, Section 1 of the by-laws." The moderator then provides the interpretation and the number based on the number of members present at the meeting. Any member present at the meeting has the opportunity to challenge it if s/he believes it is incorrect. We would then proceed with any debate and then move to end debate and vote with the vote tally being bound by the moderator's ruling.

Well, this isn't quite how a Point of Order works. A Point of Order isn't a question, it's a challenge and assertion that the rules have been violated.

So I would instead suggest:

"Mr./Ms. Moderator, I rise to a parliamentary inquiry. What number of affirmative votes is required for the calling of a pastor under Article II, Section 1 of the by-laws." The moderator then provides the interpretation and the number based on the number of members present at the meeting.

The member can't actually challenge the moderator at that point, because it's just an opinion, not a ruling. But there will be an opportunity to challenge it later.

On 3/21/2024 at 4:10 PM, Atul Kapur said:

In case it helps, another P.A. (AIP Standard Code) defines a "majority of the quorum" as "a majority of those present and voting, assuming a quorum is present, with the further stipulation that the affirmative vote must include a majority of the number required for a quorum."

I don't think I generally find this interpretation persuasive in any society that has not adopted the Standard Code as its parliamentary authority. This interpretation is not consistent with my experience of what people believe this phrase means.

On 3/20/2024 at 8:22 PM, Guest PastorSearchCommitteeChair said:

Order shall be settled by the customary rules as stated by Robert's Rules of Order, excepting when these may be used to contravene Holy Scripture.

Is there a lot about parliamentary procedure in Holy Scripture?

Edited March 22, 2024 at 05:27 PM by Josh Martin

[Atul Kapur]

On 3/22/2024 at 1:26 PM, Josh Martin said:

This interpretation is not consistent with my experience of what people believe this phrase means

Our experiences differ. 

[Gary Novosielski]

On 3/22/2024 at 1:26 PM, Josh Martin said:

Is there a lot about parliamentary procedure in Holy Scripture?

Acts 26:10

And that is just what I did in Jerusalem. On the authority of the chief priests I put many of the Lord’s people in prison, and when they were put to death, I cast my vote against them.

Acts 9:29

He talked and debated with the Hellenistic Jews, but they tried to kill him.

Acts 15:2

This brought Paul and Barnabas into sharp dispute and debate with them. So Paul and Barnabas were appointed, along with some other believers, to go up to Jerusalem to see the apostles and elders about this question.

Acts 17:18

A group of Epicurean and Stoic philosophers began to debate with him. Some of them asked, “What is this babbler trying to say?” Others remarked, “He seems to be advocating foreign gods.” They said this because Paul was preaching the good news about Jesus and the resurrection.

Acts 18:28

For he vigorously refuted his Jewish opponents in public debate, proving from the Scriptures that Jesus was the Messiah.

Proverbs 25:9

Debate thy cause with thy neighbour himself; and discover not a secret to another:

2 Corinthians 12:20

For I fear, lest, when I come, I shall not find you such as I would, and that I shall be found unto you such as ye would not: lest there be debates, envyings, wraths, strifes, backbitings, whisperings, swellings, tumults:

 

There's also quite a bit about "amending" your ways, but no indication about a motion being pending at the time.

Edited March 23, 2024 at 04:22 PM by Gary Novosielski