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Voting Members/Members Voting


Guest Lily

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Can anyone tell me what is the difference in bylaws of voting members and members voting. When the bylaws still states that they have to have 2/3 majority.

Please clarify

A two-thirds majority of members voting might be very different from a two-thirds majority of voting members. Let's assume you have 100 voting members in your organization (and note that, per RONR, all members are voting members), and let's assume they all attend a meeting but that, on a particular motion, only 60 members vote (the other 40 abstain) and the vote is 40-20. You don't have two-thirds of voting members (that would be 67 or more) but you do have two-thirds of the members voting.

In any case, and as noted, this is a bylaws interpretation and the context in which these phrases appear is important.

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A two-thirds majority of members voting might be very different from a two-thirds majority of voting members. Let's assume you have 100 voting members in your organization (and note that, per RONR, all members are voting members), and let's assume they all attend a meeting but that, on a particular motion, only 60 members vote (the other 40 abstain) and the vote is 40-20. You don't have two-thirds of voting members (that would be 67 or more) but you do have two-thirds of the members voting.

In any case, and as noted, this is a bylaws interpretation and the context in which these phrases appear is important.

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I think I may have not made myself clear.

For instance in our amendment of by-laws, it states These by-laws shall be subject to amendment by a resolution ion writing submitted by any member and approved by the Board of Trustees. The secretary shall notify the membership in writing of the resolution offered at least 30 days prior to the annual meeting or special meeting called therefore. It shall require a two-thirds majority of members voting to adopt the resolution of its amendment. This also states that it shall require a two-thirds majority of all members voting to adopt the revised by-laws or amendments hereto.

My question is out of 144 homeowners that have the right to vote, should 96 approve the changes in the amendments or if only 99 show up for the meeting can they pass it with only 66 votes?

I hope this makes sense. We have had numerous problems whereby the board has only 20 members show up and then they try to pass things and say they have a quorum, when in actuality they don't. What is worse is they have never had notification to all members of the POA of upcoming elections/changes/etc.

But yet they say they go by Roberts Rules.

Thank you

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... what is the difference in bylaws of voting members and members voting.

No way to tell without context.

Your usage of the two phrases may not match the way RONR uses the term(s).

Under RONR, a "voting member" is a member empowered to vote.

That phrase never means "a member who has voted [on the pending motion]" in any text of RONR.

RONR uses the phrase "members voting" when referring to members who have voted [on the pending question]. - See page 44 and 86.

... the bylaws still states that they have to have 2/3 majority.

Ambiguous.

There is no such phrase as "two thirds majority" in RONR.

Never mind if it refers to (a.) members present; (b.) members present voting; (c.) the entire membership.

"Context, context, context!"

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.... the board has only 20 members show up and then they try to pass things and say they have a quorum, when in actuality they don't. What is worse is they have never had notification to all members of the POA of upcoming elections/changes/etc.

But yet they say they go by Roberts Rules.

Thank you

Boy, if I had a nickel....... you know, maybe they refer to Ol' Hezekiah Roberts, the one-eyed bootlegger and cattle rustler who took one-too-many blows to the head tryin' to shoe his own mule, Ol' Kicker III.

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I think I may have not made myself clear.

For instance in our amendment of by-laws, it states These by-laws shall be subject to amendment by a resolution ion writing submitted by any member and approved by the Board of Trustees. The secretary shall notify the membership in writing of the resolution offered at least 30 days prior to the annual meeting or special meeting called therefore. It shall require a two-thirds majority of members voting to adopt the resolution of its amendment. This also states that it shall require a two-thirds majority of all members voting to adopt the revised by-laws or amendments hereto.

My question is out of 144 homeowners that have the right to vote, should 96 approve the changes in the amendments or if only 99 show up for the meeting can they pass it with only 66 votes?

I hope this makes sense. We have had numerous problems whereby the board has only 20 members show up and then they try to pass things and say they have a quorum, when in actuality they don't. What is worse is they have never had notification to all members of the POA of upcoming elections/changes/etc.

But yet they say they go by Roberts Rules.

Thank you

"...two-thirds majority of members voting..." This will never make sense, no matter how much you hope.

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My question is out of 144 homeowners that have the right to vote, should 96 approve the changes in the amendments or if only 99 show up for the meeting can they pass it with only 66 votes?

Let's assume a two-thirds vote is required (even though your bylaws don't use that exact language). And let's assume 100 members attend a particular meeting and that that's enough to satisfy your quorum requirement. Now a motion is made that requires a two-thirds vote (e.g. an amendment to the bylaws). That means at least two-thirds of the members present and voting. So a vote of 1-0, with the other 99 members abstaining (not voting) would constitute a two-thirds vote.

We have had numerous problems whereby the board has only 20 members show up and then they try to pass things and say they have a quorum, when in actuality they don't. What is worse is they have never had notification to all members of the POA of upcoming elections/changes/etc.

Be careful not to confuse meetings of the board with meeting of the (general membership of) the association. If 20 board members show up at a board meeting, that might very well constitute a quorum. Nor does the board have to notify members of the association of upcoming board meetings.

Now meetings of the association are another story but the board should have nothing to do with those.

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... It shall require a two-thirds majority of members voting to adopt the resolution of its amendment.

This also states that it shall require a two-thirds majority of all members voting to adopt the revised by-laws or amendments hereto.

My question is out of 144 homeowners that have the right to vote, should 96 approve the changes in the amendments or if only 99 show up for the meeting can they pass it with only 66 votes?

Lily - the essential definition of "majority" as it applies to voting in this regard is "more than half". Thus "two-thirds majority" is problematic, if not quasi-redundant, since 2/3 is already more than half. But that's your bylaws. The phrasing for voting in RONR-land is typically either "majority" or "two-thirds" vote.

The interpretation of what your bylaws mean is up to your organization, although it would seem like it suggests that two-thirds of those members who cast votes must vote aye to pass the bylaw amendment. Again, the wording can trip you up, because only "members" will be voting, any member who doesn't vote (either abstains or is not present) isn't counted anyway in most cases, and you're looking for two-thirds of "votes" so the wording can be simplified to "two-thirds vote" and avoid a lot of this confusion. Of course, now we're talking about another bylaw amendment. :)

Anyway, your math looks pretty good on the surface (96 is 2/3s of 144, 66 is 2/3s of 99) as long as that's what "two-thirds majority of all members voting" means.... to your assembly.

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My question is out of 144 homeowners that have the right to vote, should 96 approve the changes in the amendments or if only 99 show up for the meeting can they pass it with only 66 votes?

It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation and RONR, 10th ed., pgs. 387-392 for a discussion of voting requirements.

We have had numerous problems whereby the board has only 20 members show up and then they try to pass things and say they have a quorum, when in actuality they don't.

All business conducted at an inquorate meeting can be ruled null and void if there is clear and convincing proof that a quorum was not present. (RONR, 10th ed., pg. 338, lines 22-28 pg. 255, lines 13-18; pg. 244, lines 4-8, 21-26; FAQ #3)

What is worse is they have never had notification to all members of the POA of upcoming elections/changes/etc.

Since the Bylaws require previous notice for Bylaw amendments, if this notice is not provided then the amendments are null and void. (RONR, 10th ed., pg. 255, lines 13-18; pg. 244, lines 4-8, 22-26) Elections to fill a vacancy in office also require previous notice, but regular elections do not. (RONR, 10th ed., pg. 279, lines 27-30)

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