Guest Becca D. Posted March 26, 2024 at 08:02 PM Report Share Posted March 26, 2024 at 08:02 PM two thirds (2/3) majority vote of the entire Officers. This is the wording to remove an officer. There are 9 board members present - well the first vote fell 4 yay 2 nay 3 abstain - do we count the entire pie of 9 and they need 6 for a 2/3 majority or does the pie shrink to 6? they re-voted and the votes fell as follows but the real question when removing a member does the board count as a whole or dose an abstained vote act as if the member is not even there? the vote falls as 4 yay 4 nay & 1 abstain Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 26, 2024 at 08:35 PM Report Share Posted March 26, 2024 at 08:35 PM (edited) It's difficult to make sense of that poorly crafted language. A two-thirds vote is mathematically greater than a majority vote, so "two-thirds majority" is contradictory. Correcting for that, we have, "a two-thirds vote of the entire Officers." Normally a "two-thirds vote" has a defined meaning: two-thirds of those present and voting. Normally, "of the <particular body>" describes in which body the vote must occur. But this contains the word "entire" which is normally used in a phrase like "a vote of two-thirds of the entire <body>." And that would clearly mean all the members whether present or not. But that's not the language we find in your bylaws. (I'm not sure Officers describes a deliberative assembly, but that's another matter.) So with these descriptions, perhaps your assembly will be able to find an interpretation of your language that a majority can agree with. And one last point, since the meaning of two-thirds is well understood, the use of the parenthetical (2/3) seems to serve no purpose, except to sound legal-ish. Edited to add: For a normal two thirds vote, the vote succeeds if there are twice as many Yes votes as No votes. Abstentions do not count. For two thirds of the entire membership, the vote succeeds if the Yes votes are at least two thirds of the total membership of the body. Abstentions still don't count, No votes don't count, and absences don't count. All that matters are the number of Yes votes and the number of members. There is also a type of vote: two-thirds of those present, but that seems nothing like what you've quoted. Edited March 26, 2024 at 08:40 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 26, 2024 at 10:05 PM Report Share Posted March 26, 2024 at 10:05 PM (edited) On 3/26/2024 at 3:02 PM, Guest Becca D. said: two thirds (2/3) majority vote of the entire Officers. Could you provide the full quote of the context in which this portion of a sentence appears? On 3/26/2024 at 3:02 PM, Guest Becca D. said: There are 9 board members present - well the first vote fell 4 yay 2 nay 3 abstain - do we count the entire pie of 9 and they need 6 for a 2/3 majority or does the pie shrink to 6? they re-voted and the votes fell as follows but the real question when removing a member does the board count as a whole or dose an abstained vote act as if the member is not even there? the vote falls as 4 yay 4 nay & 1 abstain Well, I would first note that the final vote was "4 yay 4 nay & 1 abstain," and 4-4 isn't a 2/3 vote no matter how you slice it, so I don't know that the answer to any of this matters. But for future reference... The language "two thirds (2/3) majority vote of the entire Officers" is ambiguous, and it will ultimately be up to the organization to interpret its own rules. My personal interpretation, however, is that a vote of 2/3 of the entire officers is required for adoption. So it seems that at least six votes in the affirmative would be required - possibly more, as it's not entirely clear what the full size of the board is, just that there were nine members present. A member abstaining is not the same thing as a member being absent. Not that it makes a difference, because once again, the rule requires 2/3 of the entire membership of the board, so it makes no difference how many members are present. If the board has nine members, six votes will be required for adoption, even if some members are absent. In the long run, the bylaws should be amended for clarity. Edited March 26, 2024 at 10:05 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted March 27, 2024 at 01:33 AM Report Share Posted March 27, 2024 at 01:33 AM (edited) On 3/26/2024 at 6:05 PM, Josh Martin said: My personal interpretation, however, is that a vote of 2/3 of the entire officers is required for adoption. So it seems that at least six votes in the affirmative would be required - possibly more, as it's not entirely clear what the full size of the board is, I agree with Mr. Martin and reinforce his point that 2/3 of the entire officers is required, not just 2/3 of those who are present. As an example, if there were 15 officers, the 9 who were present could never have achieved the required 10 vote minimum. On 3/26/2024 at 4:02 PM, Guest Becca D. said: they re-voted What was the pretext for repeating the vote? RONR (12th ed.) 30:6 is clear that "It is never in order to move that the vote on a question be taken a second time by the same method." The first vote provided a definitive result. Edited March 27, 2024 at 01:38 AM by Atul Kapur Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 27, 2024 at 12:53 PM Report Share Posted March 27, 2024 at 12:53 PM On 3/26/2024 at 8:33 PM, Atul Kapur said: What was the pretext for repeating the vote? RONR (12th ed.) 30:6 is clear that "It is never in order to move that the vote on a question be taken a second time by the same method." The first vote provided a definitive result. I would guess it was repeated because while the first vote provided a definitive result to us, no one in the board had any idea what "two thirds (2/3) majority vote of the entire Officers" meant, and therefore people started arguing about whether the motion passed, and they eventually decided voting again was easier than trying to figure that out. Quote Link to comment Share on other sites More sharing options...
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