members eligible to vote at a meeting

[Guest Kay]

Our bylaws say "Any elected officer may be removed from office at any time for whatever cause the
CRC may deem sufficient, by a vote of three-fifths of the entire membership of the CRC eligible to vote
at a meeting called for that purpose."  My question is who is "eligible to vote" at the meeting? is it three-fifths of the entire membership or three-fifths of those present and voting since you can only eligible to vote if you are present. 

[Dan Honemann]

On 6/12/2024 at 5:58 AM, Guest Kay said:

Our bylaws say "Any elected officer may be removed from office at any time for whatever cause the
CRC may deem sufficient, by a vote of three-fifths of the entire membership of the CRC eligible to vote
at a meeting called for that purpose."  My question is who is "eligible to vote" at the meeting? is it three-fifths of the entire membership or three-fifths of those present and voting since you can only eligible to vote if you are present. 

This question is one concerning the proper interpretation of an ambiguous bylaw provision, and such questions can be definitively answered only by your organization itself.  I suspect that much will depend upon whether or not your bylaws say anything more about eligibility to vote.

[Richard Brown]

Guest Kay, if your bylaws are silent as to the requirements for being eligible to vote, then all members are eligible to vote and the phrase “of the entire membership“ means exactly that: the entire membership. It’s not members who are present, or members who are current in their dues, or members who live in town, but rather the entire membership of living, breathing, members. Any restrictions on the right to vote (other than being under disciplinary suspension) would have to be contained in your bylaws. Being delinquent in payment of dues is not reason to prevent someone from voting unless that provision is in the bylaws. RONR (12th Ed.) 45:1.  

See also 44:7, 44:8 and particularly 44:9 (b) regarding the definition of the term “of the entire membership“.

Edited June 12, 2024 at 02:55 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

On 6/12/2024 at 5:58 AM, Guest Kay said:

Our bylaws say "Any elected officer may be removed from office at any time for whatever cause the
CRC may deem sufficient, by a vote of three-fifths of the entire membership of the CRC eligible to vote
at a meeting called for that purpose."  My question is who is "eligible to vote" at the meeting? is it three-fifths of the entire membership or three-fifths of those present and voting since you can only eligible to vote if you are present. 

I think you're stretching for an outcome that's just not supported in the language.

The bylaws say "of the entire membership" and do not contain the words "present and voting".  And now you're asking which one is in effect.  It's pretty clear.

Also, a person is eligible to vote if they meet the requirements of membership and their rights have not been restricted by discipline.  They can't vote if they don't show up, but they're still "eligible", and still part of the "entire membership".  

I agree with @Dan Honemann that ultimately, your organization is the only judge of what your bylaws mean in the case of ambiguous language, and this requires considering the language in the context of the entire bylaws document.  But in my personal view, on a meter of possible ambiguity, this particular provision does not even move the needle.