Proxies and 2/3 vote of members present

[Guest Adam]

Our bylaws state the following:

At any regular or special meeting each regular member as defined in Article II, Section II (a), in good standing shall be entitled to vote in person or by written proxy provided that there shall be no more than one (1) vote per dwelling.

All By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be made, by a two-thirds vote of those members in good standing present at a general meeting or a special meeting of the members, called for such purposes.

RONY pp 388 defines a two thirds vote - when the term is unqualified - as at least 2/3 the votes cast by persons legally entitled to vote. In our case the proxies represent persons legally entitled to vote, but the language of amendment or repeal seems to qualify it as "members...present."

At a recent special meeting called for the purpose of the amendment of the bylaws, 30 members were present and one held 14 proxies. The question is, what is the number of votes the amendments to the bylaws require to pass? It would seem that 2/3 of the members present is 20, so if the vote went 20 to 24 would the amendment still pass?

Thank you

[Kim Goldsworthy]

Our bylaws state the following:

At any regular or special meeting each regular member as defined in Article II, Section II (a), in good standing shall be entitled to vote in person or by written proxy provided that there shall be no more than one (1) vote per dwelling.

All By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be made, by a two-thirds vote of those members in good standing present at a general meeting or a special meeting of the members, called for such purposes.

... In our case the proxies represent persons legally entitled to vote, but the language of amendment or repeal seems to qualify it as "members...present."

At a recent special meeting called for the purpose of the amendment of the bylaws, 30 members were present and one held 14 proxies.

The question is, what is the number of votes the amendments to the bylaws require to pass?

It would seem that 2/3 of the members present is 20, so if the vote went 20 to 24 would the amendment still pass?

This is a bylaws interpretation problem, not a Robert's Rules of Order problem.

It appears like a screw-up. - The drafters or the adopters of the bylaws never bothered to account for proxy voting for purposes of amending the bylaws. - They left in the word "present".

Maybe this was deliberate? - To allow proxy voting for all things except for amendment of the bylaws.

***

Note that a common "solution" is to add one more rule - namely, to alter the quorum rule to read, "... present in person or by proxy."

That finesses the problem nicely. - You can be "present" in one of two ways, so you will count when one is counting "those present" if someone holds your proxy.

But you (collectively) didn't do that.

But maybe you did! - Read your quorum rule!

[Guest Adam]

But maybe you did! - Read your quorum rule!

Our bylaws state a quorum as "Not less than twenty (20) of the members shall be necessary to constitute a quorum for the transaction of business at any regular or special meeting of the members."

Nothing about proxies, either way-

[Gary c Tesser]

I see Guest Adam's problem, but I'd like to recast it. I don't think the issue is the number of votes needed to pass, per se: Adam clearly can calculate that 2/3 of 30 present is 20, and he can probably deal with other numbers handily.. The question is, can we in any way construe that the proxies count as members present? If not, then yes, an amendment will be adopted with the affirmative votes of 20 of the warm bodies physically in the room. But if we count the proxies as members present (not my favorite plan this week, mind), then you'll need affirmative votes by 2/3 of all 44 voters who count.