Vote to merge

[Guest Jim]

The board of our organization is considering recommending to our membership that we merge into another organization. The other organization would be the survivor and our organization would cease to exist as a separate entity. Our voting standard (bylaws and policies) specifies that a simple majority rules. One/some of our directors believe that any such major recommendation to our membership that we merge with (be acquired) and cease should require a super-majority (2/3) to approve. Since this deviates from our normal voting protocol would the following process be acceptable:

Director asks to make a motion that board action to merge into the other organization would require super-majority. If it is seconded and approved by simple majority this merger would require 2/3 vote to make recommendation to the membership.

The actual board vote (majority or super-majority) would be by ballot. The tellers' report would be entered in the minutes, indicating the vote counts for and against the merger, but not the names of voters.

[Gary c Tesser]

Does this voting standard, a simple majority, really also hold for amending the bylaws? -- because this merger amounts to a large amendment of the bylaws. Typically, yes, amending bylaws requires a "super-majority," and previous notice. But your organization's rules are its rules. You ned to read the bylaws, to see what the prescribed method for amending the bylaws is.

Otherwise, your director's belief probably has no merit. Ask him to document it. For example, if he says exasperatedly, "it stands to reason," and that's all he has, he has no case.

You must again look to the bylaws to see what role, if any, the board plays is this proposed merger. Quite possibly it has none. (Or everything.)

The stuff about the method of the board's vote is fine, but it's paint-by-numbers. Of course the tellers' report will be entered into the minutes; it always is.

[Larry Cisar]

If normally an amendment to the bylaws takes a majority vote in your organization, you could amend the bylaws to make it a two-thirds vote (or any other number/ratio).

[hmtcastle]

would the following process be acceptable:

As noted, such a merger requires amending the bylaws (of both organizations) so you'll have to follow those procedures. (See pp. 544-547.)

I'd suggest that the board's role is a limited one (though it's certainly free to make a recommendation, as is any group of members). Further, requiring a two-thirds vote when a majority vote will do sounds like a suspension of the rules to me and that, in itself, would require a two-thirds vote. In other words, it would take a two-thirds vote (not a majority vote) to mandate a two-thirds vote. So why not skip this step and just vote on the recommendation? The members will know the margin by which it was adopted (or rejected). As a matter of fact, this might be one instance when a roll-call vote is warranted. If I were a member I'd certainly want to know which board members voted to end the organization's existence.

[Trina]

The board of our organization is considering recommending to our membership that we merge into another organization. The other organization would be the survivor and our organization would cease to exist as a separate entity. Our voting standard (bylaws and policies) specifies that a simple majority rules. One/some of our directors believe that any such major recommendation to our membership that we merge with (be acquired) and cease should require a super-majority (2/3) to approve. Since this deviates from our normal voting protocol would the following process be acceptable:

Director asks to make a motion that board action to merge into the other organization would require super-majority. If it is seconded and approved by simple majority this merger would require 2/3 vote to make recommendation to the membership.

The actual board vote (majority or super-majority) would be by ballot. The tellers' report would be entered in the minutes, indicating the vote counts for and against the merger, but not the names of voters.

Although the original post is somewhat confusing, I have to assume Jim is talking about a board motion to make a recommendation, not a board motion to actually carry out the merger. If that's the case, the bylaws amendment process isn't relevant (yet).

I agree with Mr. Mountcastle that the suggested sequence is dubious, and that it would be more straightforward for the board to vote in such a way that the membership knows how many board members voted in favor, and perhaps also which way particular board members voted.

Procedurally I doubt whether the suggested process is even proper, certainly not by majority vote on an ordinary main motion which seeks to control the disposition of a hypothetical (not yet pending) future motion.

[Josh Martin]

One/some of our directors believe that any such major recommendation to our membership that we merge with (be acquired) and cease should require a super-majority (2/3) to approve. Since this deviates from our normal voting protocol would the following process be acceptable:

Director asks to make a motion that board action to merge into the other organization would require super-majority. If it is seconded and approved by simple majority this merger would require 2/3 vote to make recommendation to the membership.

The actual board vote (majority or super-majority) would be by ballot. The tellers' report would be entered in the minutes, indicating the vote counts for and against the merger, but not the names of voters.

Since the board is simply making a recommendation, a majority vote is sufficient to adopt the motion. There are methods to raise the vote threshold for a single vote (suspending the rules or a proviso), but they're rather clunky and I would not advise using them. Mr. Mountcastle and Trina's strategy seems like a good one. Alternately, if the motion is adopted by less than a 2/3 vote and the board feels it is undesirable to move forward, you could make use of the motion to Reconsider. Any member who voted in the affirmative could move to reconsider. The motion to reconsider requires a majority vote, and if adopted, the original motion comes back before the board for consideration. The motion could then be defeated upon reconsideration. I suppose the one disadvantage of this strategy is that someone would have to be willing to reveal that he voted in the affirmative, since you intend to vote on the motion by ballot.

In the strategy which has been proposed (which I would not advise), the first motion is effectively a motion to Suspend the Rules applied to a rule of order, which would require a 2/3 vote.

[Gary Novosielski]

Director asks to make a motion that board action to merge into the other organization would require super-majority. If it is seconded and approved by simple majority this merger would require 2/3 vote to make recommendation to the membership.

A simple motion is not enough. You need a bylaws amendment to change the bylaws as regards the method of their own amendment. The reason is that such a merger amounts to a bylaws revision--actually a rescission--and your bylaws apparently say, at present, that a majority vote is enough for that. That's unusual--check to make sure you're correct on that point.

If so, it would take a majority vote (if that's what it says now) to change to bylaws so they require more than a majority vote in the future.

[Josh Martin]

A simple motion is not enough. You need a bylaws amendment to change the bylaws as regards the method of their own amendment. The reason is that such a merger amounts to a bylaws revision--actually a rescission--and your bylaws apparently say, at present, that a majority vote is enough for that. That's unusual--check to make sure you're correct on that point.

If so, it would take a majority vote (if that's what it says now) to change to bylaws so they require more than a majority vote in the future.

From the facts provided, it seems that the poster is asking about a motion for the board to adopt a recommendation that the general membership amend the Bylaws, not the motion to amend the Bylaws itself.

Additionally, the motion to Suspend the Rules could be adopted by a 2/3 vote even if (for some bizarre reason) this is about a motion to amend the Bylaws and the Bylaws can be amended by a majority vote. Such a rule is in the nature of a suspendable rule of order.

[Gary Novosielski]

From the facts provided, it seems that the poster is asking about a motion for the board to adopt a recommendation that the general membership amend the Bylaws, not the motion to amend the Bylaws itself.

Okay.

Additionally, the motion to Suspend the Rules could be adopted by a 2/3 vote even if (for some bizarre reason) this is about a motion to amend the Bylaws and the Bylaws can be amended by a majority vote. Such a rule is in the nature of a suspendable rule of order.

Wait. The method mandated in the bylaws, providing for their own amendment, is a suspendable rule of order? That's a surprise.

[Josh Martin]

Wait. The method mandated in the bylaws, providing for their own amendment, is a suspendable rule of order? That's a surprise.

Well, the required voting threshold is, at least. See Official Interpretation 2006-18. Pay particular attention to the last paragraph.

[J. J.]

Well, the required voting threshold is, at least. See Official Interpretation 2006-18. Pay particular attention to the last paragraph.

Some of the other things, like notice, may be required.

I do agree that the voting threshold is suspendable.

[Gary Novosielski]

Well, the required voting threshold is, at least. See Official Interpretation 2006-18. Pay particular attention to the last paragraph.

Well, that does not refer to a bylaws amendment but merely to amending a standing rule, presumably using the default requirements in RONR to Amend Something Previously Adopted, not specific requirements in the bylaws.

Also, it refers to a situation that was improperly handled, in which a timely point of order was not raised. The OI admits that an error was made, which presumably means that the rule violation could have been prevented by a timely point of order.

I guess I don't quite buy the assertion that when bylaws specify the method of their own amendment, this is in the nature of an ordinary rule of order. When it comes to bylaws, I think the appropriate course is to assume they're not suspendable unless they clearly meet the criteria. And the criteria themselves are not all that clear.

But under the doctrine relating to the protection of minorities of a certain size, it is certainly true true that a bylaw requirement for a majority vote protects only the very largest of minorities, and if the opposition to the proposal was as large as fully half the assembly, they would have no trouble defeating the motion to Suspend the Rules

I agree that it certainly is bizarre.

[Josh Martin]

Well, that does not refer to a bylaws amendment but merely to amending a standing rule, presumably using the default requirements in RONR to Amend Something Previously Adopted, not specific requirements in the bylaws.

The same principle applies, at least as far as the voting threshold is concerned.

Also, it refers to a situation that was improperly handled, in which a timely point of order was not raised. The OI admits that an error was made, which presumably means that the rule violation could have been prevented by a timely point of order.

Yes, but it also says, "such rules are suspendable."

I guess I don't quite buy the assertion that when bylaws specify the method of their own amendment, this is in the nature of an ordinary rule of order. When it comes to bylaws, I think the appropriate course is to assume they're not suspendable unless they clearly meet the criteria. And the criteria themselves are not all that clear.

I don't see how a rule that a motion requires a majority vote of those present and voting is not clearly in the nature of a rule of order. And again, I am not referring to the entire method of amendment for the Bylaws, only the voting threshold.

A rule is either a rule of order or it isn't. It doesn't lose its status as a rule of order because it is placed in the Bylaws.

EDIT: If it helps defuse the mounting ire any, I should point out that I still think suspending the rules regarding the voting threshold is a very bad idea. I'm just saying it can be done.