Nic Rosenau Posted June 14, 2024 at 01:59 PM Report Share Posted June 14, 2024 at 01:59 PM We are in the process of revising our Bylaws which (currently) contain the following: ARTICLE #: EXECUTIVE BOARD. Section #. Voting. All actions taken by the Board shall only be by an affirmative vote of a majority of the quorum unless otherwise specified in these Bylaws. And in a few places the phrases “by majority vote of the Board” and “by two-thirds vote of the Board” are used. Question 1. Do we need this Voting section since it is covered in RONR (12th ed.) §1:6; 44:1)? I don't see such a provision in the RONR example bylaws (RONR (12th ed.) §56:58–57) or in the Example Bylaws - for Organizations without Members from the Minnesota Council of Nonprofits. Question 2. Does the phrase “by [majority/two-thirds] vote of the Board” mean the full board, not a quorum? For example, if the Board has 9 members and a quorum is 5 members, an action that requires approval “by majority vote of the Board” requires a minimum of 5 votes even if there is such poor attendance at that particular meeting that it might otherwise be reduced to a minimum to 3 votes. I recognize that this is my third question about revising our Bylaws, and I want to assure you that I'm spending a lot of time combing through RONR and searching the web before turning to your expertise! I do not take lightly how generous everyone has been with their time and knowledge. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted June 23, 2024 at 04:29 PM Report Share Posted June 23, 2024 at 04:29 PM I'm bumping up this post because approval was needed due to URL. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 23, 2024 at 05:05 PM Report Share Posted June 23, 2024 at 05:05 PM (edited) On 6/14/2024 at 9:59 AM, Nic Rosenau said: We are in the process of revising our Bylaws which (currently) contain the following: ARTICLE #: EXECUTIVE BOARD. Section #. Voting. All actions taken by the Board shall only be by an affirmative vote of a majority of the quorum unless otherwise specified in these Bylaws. And in a few places the phrases “by majority vote of the Board” and “by two-thirds vote of the Board” are used. Question 1. Do we need this Voting section since it is covered in RONR (12th ed.) §1:6; 44:1)? I don't see such a provision in the RONR example bylaws (RONR (12th ed.) §56:58–57) or in the Example Bylaws - for Organizations without Members from the Minnesota Council of Nonprofits. Question 2. Does the phrase “by [majority/two-thirds] vote of the Board” mean the full board, not a quorum? For example, if the Board has 9 members and a quorum is 5 members, an action that requires approval “by majority vote of the Board” requires a minimum of 5 votes even if there is such poor attendance at that particular meeting that it might otherwise be reduced to a minimum to 3 votes. I recognize that this is my third question about revising our Bylaws, and I want to assure you that I'm spending a lot of time combing through RONR and searching the web before turning to your expertise! I do not take lightly how generous everyone has been with their time and knowledge. 1. No, you do not want that voting paragraph. Leave the voting requirements to RONR. In some cases the voting requirement should not be a majority vote. Avoid the "majority of a quorum" language entirely. Quorum refers to how many must be present. Don't confuse that with voting thresholds; the two are independent. 2. I would interpret that to mean a normal majority vote or two-thirds vote. This type of language is always problematic unless the unambiguous language in RONR is used. My rule, which is not Robert's, is that if the word majority (or two-thirds) is immediately followed by the word vote, it's a normal vote, and the phrase "of <body>" just confirms what body is voting. If the word majority (or two-thirds) is immediately followed by "of <body" or even better "of the entire <body>" then it refers to a fixed fraction of the full count of living breathing members of that body. A better form is to say "requires approval of the Board by a two-thirds vote" unless you intend to mean of the entire board. If it's a majority vote there's no need to say so at all. Just "approval of the Board" implies that. And if there's no membership, then what else but the Board could it be? The entire sentence may be superfluous. Less is more in drafting bylaws. Edited June 23, 2024 at 05:07 PM by Gary Novosielski remove active link Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 23, 2024 at 07:36 PM Report Share Posted June 23, 2024 at 07:36 PM I agree with the comments by Mr. Novosielski. Get rid of that quoted provision in your bylaws that refers to “majority vote of the quorum“! I also agree with the remainder of his comments. Putting vote requirements in the bylaws generally leads to trouble unless the drafters know EXACTLY what they are doing. Don’t “wing it”. If a vote requirement needs to be in the bylaws, it generally can and should be stated using the exact language as it appears in RONR. I urge anyone who is considering putting vote thresholds in the bylaws to carefully study sections 44:1 - 44:11 in RONR (12th ed.). Read it very carefully. A very slight variation in wording can result in a huge change in the actual vote requirement. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 23, 2024 at 08:46 PM Report Share Posted June 23, 2024 at 08:46 PM On 6/14/2024 at 8:59 AM, Nic Rosenau said: Do we need this Voting section since it is covered in RONR (12th ed.) §1:6; 44:1)? No, you do not need it. (It is also very poorly worded.) Adopting RONR as the organization's parliamentary authority will already give you a "default" voting requirement. On 6/14/2024 at 8:59 AM, Nic Rosenau said: Question 2. Does the phrase “by [majority/two-thirds] vote of the Board” mean the full board, not a quorum? I would first clarify that the voting threshold, in any event, has nothing to do with the quorum. The quorum is the minimum number of members that must be present in order to transact business. This is not the same thing as the number of members actually present at a given time, let alone the same thing as the number of members present and voting, which is the basis on which a majority (or two-thirds) vote is considered, unless the organization's rules provide otherwise. As to the meaning of this phrase, it's a good question. The phrase is ambiguous, and it is not clear what is intended. If forced to guess, I would generally suggest this language should be interpreted as an majority vote (or 2/3 vote) of the members present and voting, and the words "of the board" are added simply to clarify what body is voting. Ultimately, however, the bylaws should be amended to use clearer wording. If it is desired for the threshold to be based upon the full board, I would use the language "a vote of a majority of the entire membership of the board" or "a vote of 2/3 of the entire membership of the board." If it is desired for the threshold to be based upon the members present and voting, I would simply say "a majority vote" or "a 2/3 vote." If it is necessary to clarify that it is the board which is voting, I would recommend "by the board, by a majority vote" or "by the board, by a 2/3 vote." See RONR (12th ed.) 44:7-10 for more information on this subject. Quote Link to comment Share on other sites More sharing options...
Nic Rosenau Posted June 25, 2024 at 01:14 PM Author Report Share Posted June 25, 2024 at 01:14 PM Thank you (again!) for the sage advice! I have removed the voting section. I've replaced “majority vote of the Board” with “approval of the Board”. I've made a list of the two-thirds vote mentions. I'll recommend removing anything already covered in RONR and clarifying if the desire is for a two-thirds vote of the entire board or those present and voting. (I did see the information about “previous notice” impacting whether or not a two-thirds vote is required in certain cases.) Of course, this is all subject to approval by the rest of the committee — and then the board — but I don't expect opposition (to this part anyway). Quote Link to comment Share on other sites More sharing options...
Drake Savory Posted June 25, 2024 at 07:31 PM Report Share Posted June 25, 2024 at 07:31 PM On 6/23/2024 at 2:46 PM, Josh Martin said: As to the meaning of this phrase, it's a good question. The phrase is ambiguous, and it is not clear what is intended. If forced to guess, I would generally suggest this language should be interpreted as an majority vote (or 2/3 vote) of the members present and voting, and the words "of the board" are added simply to clarify what body is voting. Assuming we do not take the literal definition of a quorum (e.g. 20 members so the quorum is 11 so 6 votes are needed no matter the number present, which also means if all 20 show up then 6 ayes and 14 nays still adopts the motion) then since quorum refers to those present and has nothing to voting, I would interpret "majority of the quorum" as a majority of those present ("the quorum") regardless of the number of votes. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 25, 2024 at 09:43 PM Report Share Posted June 25, 2024 at 09:43 PM AIPSC (2nd ed.) 5.19 defines a majority vote 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 be at least a majority of the number required for a quorum." Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 25, 2024 at 11:11 PM Report Share Posted June 25, 2024 at 11:11 PM On 6/25/2024 at 5:43 PM, Atul Kapur said: AIPSC (2nd ed.) 5.19 defines a majority vote 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 be at least a majority of the number required for a quorum." I think this is a very reasonable interpretation of the phrase "affirmative vote of a majority of the quorum", but it must not have been the meaning of this phrase in 1892 when the U.S. Supreme Court advised us that "the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." At that time the vote required for passage of an act in the House was a majority vote, as it is now. As a consequence, I suspect that the authors of AIPSC may have arrived at this interpretation on their own, but I don't really know. Quote Link to comment Share on other sites More sharing options...
Drake Savory Posted June 25, 2024 at 11:59 PM Report Share Posted June 25, 2024 at 11:59 PM On 6/25/2024 at 5:11 PM, Dan Honemann said: it must not have been the meaning of this phrase in 1892 when the U.S. Supreme Court advised us that "the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." How happy does it make you when you can work Speaker Reed, the defeat of the disappearing quorum or the Ballin decision into a thread? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 26, 2024 at 12:22 AM Report Share Posted June 26, 2024 at 12:22 AM On 6/25/2024 at 7:59 PM, Drake Savory said: How happy does it make you when you can work Speaker Reed, the defeat of the disappearing quorum or the Ballin decision into a thread? It's always worth doing. Speaker Reed's quorum ruling was one of the most, if not the most, significant event in the evolution of parliamentary law in this country. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 27, 2024 at 02:57 PM Report Share Posted June 27, 2024 at 02:57 PM On 6/25/2024 at 2:31 PM, Drake Savory said: Assuming we do not take the literal definition of a quorum (e.g. 20 members so the quorum is 11 so 6 votes are needed no matter the number present, which also means if all 20 show up then 6 ayes and 14 nays still adopts the motion) then since quorum refers to those present and has nothing to voting, I would interpret "majority of the quorum" as a majority of those present ("the quorum") regardless of the number of votes. Well, it is first preferable to not use this phrase at all. To the extent such a phrase exists, I agree that it should not be interpreted to literally mean a "majority of the quorum." Many bodies incorrectly use the word "quorum" as if it was synonymous with the word "assembly," and use it to describe the totality of the assembled members present, even although it may be greater than a quorum. Potential interpretations include: A majority of the members present, provided that at least a quorum is present (your suggestion) A majority of the members present and voting, provided that at least a quorum is present (which in my view, appears to be the historical interpretation) A majority of those present and voting, assuming a quorum is present, with the further stipulation that the affirmative vote must be at least a majority of the number required for a quorum (the AIPSC definition) Quote Link to comment Share on other sites More sharing options...
Recommended Posts