Quorum v. Majority

[Guest Liz H.]

Our association bylaws state that "The presence in person or by proxy of at least one member from not less than 30 households shall constitute a quorum." It goes on to say that "All of the Association's decisions, including amendment of these bylaws, shall require a 2/3 majority vote of the members."

Here's my question: Does this mean that if we have a quorum, 2/3 of those present is enough to pass an amendment? Or does it simply mean that we need 30 present to hold a meeting but still need 2/3 of ALL members to amend even if those members aren't at the meeting?

[Kim Goldsworthy]

Our association bylaws state that "The presence in person or by proxy of at least one member from not less than 30 households shall constitute a quorum."

It goes on to say that "All of the Association's decisions, including amendment of these bylaws, shall require a 2/3 majority vote of the members."

Does this mean that if we have a quorum, 2/3 of those present is enough to pass an amendment?

Or does it simply mean that we need 30 present to hold a meeting but still need 2/3 of ALL members to amend even if those members aren't at the meeting?

Those are BOTH interpretations which might fit.

Since your question isn't on text of Robert's Rules of Order Newly Revised (RONR tenth ed.), but a question on text of a uniquely-worded rule, then no page can be cited from RONR which will yield a quick and easy solution as to which interpretation is more authentic than the other.

For example, the phrase "two-thirds majority" is a contradiction in terms, and is a phrase which was not lifted from any text in RONR.

So, the rule is kind of garbled in comparison of the standard phraseology within RONR.

[Gary Novosielski]

Our association bylaws state that "The presence in person or by proxy of at least one member from not less than 30 households shall constitute a quorum." It goes on to say that "All of the Association's decisions, including amendment of these bylaws, shall require a 2/3 majority vote of the members."

Here's my question: Does this mean that if we have a quorum, 2/3 of those present is enough to pass an amendment? Or does it simply mean that we need 30 present to hold a meeting but still need 2/3 of ALL members to amend even if those members aren't at the meeting?

Let's look at the three types of "majority" in RONR. (There would be the same three types for a 2/3 vote)

1. Majority (of members present and voting)
2. Majority of members present
3. Majority of the membership

The first type is what is meant when the word "majority" is used alone. It means that more than half of those who actually cast a vote voted Yes. I.e, if the Yes votes outnumber the No votes, a majority is achieved. Abstentions do not count as votes and do not affect the outcome.

The second type means that more than half of the members in the meeting room must vote Yes for a motion to pass. Abstentions do not count as votes, but they do affect the outcome the same as voting No.

The third type means that more than half of the members anywhere on earth must vote Yes for a motion to pass. Abstentions and Absences do not count as votes, but both affect the outcome the same as voting No.

But RONR has no category corresponding to "of the members", since all three of the types refer to members, as only members can vote in the first place. It's clear that the authors of your bylaws did not follow the advice in RONR about how to write clear bylaws. The language of bylaws can be quite specific. The simple replacement of "and" with "or" can have major consequences. It's not a good idea to write bylaws without good advice.

You will have to figure out what "2/3 of the members" means, because nobody here can tell you. It might mean "2/3 of those present and voting" which would require that the Yes votes are at least double the No votes; it might mean "2/3 of the members present", or it might mean "2/3 of the entire membership".

Your society will have to decide by a vote how to interpret anything ambiguous in your bylaws. If you're wise, you will then amend your bylaws so that they say precisely what you believe them to mean.

P.S. Your requirement for a 2/3 vote for any decision is quite unusual and quite undemocratic. Instead of majority rule, it implements minority rule, since any minority more than one third can prevent any action. Groups who have such minority rule provisions usually find out the hard way why it's a bad idea.