Quorum and Voting

[kmielen]

Our Fire Dept Bylaws define a quorum at business meetings to be 30% of the corporation membership. There is no proxy voting allowed. For certain motions (e.g Removal from office) the Bylaws state that a vote of " two-thirds of the membership of the corporation" is required. Other motions (e.g Bylaws amendments) indicate the "two-thirds of the membership present" are required. These both seem quite specific and clear.

What is unclear is our language for voting in new members. This is written "Acceptance of membership shall be by a majority vote of the membership." No mention of "present". Does that mean we require a majority of the corporation membership in total or of those present? Our practice has been to seek a majority of those present.

Then, if the body has established that precedent, does it mean a member could be removed with two-thirds of the members present instead of two-thirds of the corporation membership?

Thanks for any insight you can offer.

[hmtcastle]

Does that mean we require a majority of the corporation membership in total or of those present?

Your bylaws can only be properly interpreted in their entirety, something that's beyond the scope of this forum.

I'd interpret "a majority vote of the membership" to mean the vote of a majority of the entire membership, but it's up to your members to resolve any ambiguity and, once they do so, amend the bylaws to remove it.

And note that the vote required to admit a member is not necessarily the same vote that's required to remove him from membership. Nor is the process necessarily the same. In other words, it's generally more difficult to remove someone as a member than it is to admit him.

[David A Foulkes]

For certain motions (e.g Removal from office) the Bylaws state that a vote of " two-thirds of the membership of the corporation" is required. Other motions (e.g Bylaws amendments) indicate the "two-thirds of the membership present" are required. These both seem quite specific and clear.

What is unclear is our language for voting in new members. This is written "Acceptance of membership shall be by a majority vote of the membership." No mention of "present". Does that mean we require a majority of the corporation membership in total or of those present? Our practice has been to seek a majority of those present.

Then, if the body has established that precedent, does it mean a member could be removed with two-thirds of the members present instead of two-thirds of the corporation membership?

Thanks for any insight you can offer.

You have some obvious ambiguity here, and thus your own interpretation of what your bylaws mean will be the deciding factor. You also have some custom ("our practice has been") which, although seemingly in conflict with the bylaws, may hold some weight. I can't quote page and line today, but RONR does give weight to custom and practice, but when in conflict with the governing documents (bylaws, parliamentary authority, rules of order), AND a Point of Order is raised, the custom falls to the ground and the "document" takes precedence.

Best to get the gang together and figure what the voting threshold for membership really should be, and then amend the bylaws to be clearer.

[Gary Novosielski]

I'd interpret "a majority vote of the membership" to mean the vote of a majority of the entire membership, but it's up to your members to resolve any ambiguity and, once they do so, amend the bylaws to remove it.

I'd normally interpret it that way too, but in this case we have two prior instances where the phrase "of the membership" was used, and in both cases the phrase was fully qualified with "of the corporation" or "present" (presumably not the normal default "present and voting"). Then to encounter the phrase again, unqualified, strikes me as much more ambiguous than it would otherwise, had this been the only instance.

I agree that it's up to their members to resolve the ambiguity, if they see any. The more ambiguous this seems to them, the more weight past practice will probably have.

The best course of action is to make the bylaws say what you mean them to say. By default in RONR, ordinary main motions require a "majority" vote, which means "a majority of those present and voting". This means if you abstain from voting, you don't affect the result.

A "majority of those present" without specifying "and voting" means that anyone who abstains from voting has the same effect as a "No" vote.

A "majority of the full membership" means that anyone who doesn't vote, along with everyone who doesn't even show up, are all effectively "No" votes.

[Tim Wynn]

Our practice has been to seek a majority of those present.

Then, if the body has established that precedent, does it mean a member could be removed with two-thirds of the members present instead of two-thirds of the corporation membership?

A "precedent" does not overrule a bylaw. Two wrongs don't make the third wrong right (assuming "wrongs" are actually involved.) If the members are clear on what the bylaw means, they can't just ignore it due to a precedent.

[Gary Novosielski]

A "precedent" does not overrule a bylaw. Two wrongs don't make the third wrong right (assuming "wrongs" are actually involved.) If the members are clear on what the bylaw means, they can't just ignore it due to a precedent.

Clearly at least one member is unclear on what it means.

[Tim Wynn]

What is unclear is our language for voting in new members. This is written "Acceptance of membership shall be by a majority vote of the membership." No mention of "present". Does that mean we require a majority of the corporation membership in total or of those present?

In RONR (and common parliamentary law) majority vote means a majority of those present and voting. Majority of those present means just that. What all this means in your bylaws is up to your organization to decide. You have taken the crucial first step, though. Now it's time to get the organization to decide the meaning and amend the bylaws to reflect that decision... and live happily ever after.

[David A Foulkes]

A "precedent" does not overrule a bylaw. Two wrongs don't make the third wrong right (assuming "wrongs" are actually involved.) If the members are clear on what the bylaw means, they can't just ignore it due to a precedent.

I don't think it's a question of the membership ignoring the bylaw, they're misinterpreting it (perhaps - theirs to interpret anyway). They think they are in obeyance, although that seems to be changing in the near future. And two wrongs don't make a right, but three rights make a left.

[Gary Novosielski]

... two wrongs don't make a right, but three rights make a left.

Wise advice, if you've ever tried to drive in Madrid.

[Tim Wynn]

Gary and David, Karl seemed to be asking (in my opinion, anyway) if the practice of doing one thing a certain way would allow them to change the way they do a second thing. My response was that if the assembly is clear on how the second thing is to be done, according to the bylaws, no precedent set by action on the first would allow them to intentionally deviate from the bylaws.

Following in the footsteps of the incomparable Elsman, I'm going to have to continue to agree with myself on this point.

[Josh Martin]

My response was that if the assembly is clear on how the second thing is to be done, according to the bylaws, no precedent set by action on the first would allow them to intentionally deviate from the bylaws.

Not that any precedent has been set anyway, at least based on the facts provided. A precedent is created by a ruling of the chair and any subsequent appeal. "Past practice" does not create a precedent, only a custom.