Bylaws

[jandm]

In our bylaws, Article V MEETINGS

it states that in order to conduct business at our general membership meetings, we need to have a 25% quorum in order to conduct business.

Then in Article VIII, AMENDMENTS, it states that "These bylaws may be amended at any regular meeting by a two-thirds majority vote of those members present, provided that the amendment has been presented in writing at the previous meeting."

Does Article V require us to have a 25% quorum in order to pass amendments WITH two thirds majority of those present or does Article VIII stand alone and the quorum is not required first?

[jstackpo]

The quorum is a statement of how many people have to be at the meeting regardless of whether they chose to vote on a particular issue, including bylaw amendments.

But the meaning of your "two-thirds majority vote of those members present" vote requirement is a bit ambiguous. See RONR pp. 388-291 for well defined phrases. Yours isn't.

[jandm]

The quorum is a statement of how many people have to be at the meeting regardless of whether they chose to vote on a particular issue, including bylaw amendments.

But the meaning of your "two-thirds majority vote of those members present" vote requirement is a bit ambiguous. See RONR pp. 388-291 for well defined phrases. Yours isn't.

Thanks for your reply/ I agree - and they need changing. We are trying to do so but there is a struggle with some so the question is right now - in order to amend the bylaws, do we need - according to our CURRENT bylaws that I have stated above, do we need a 25% quorum first and then a 2/3 majority? Or does Article VIII stand alone and only require a 2/3 majority of those present to change the bylaws?

[hmtcastle]

do we need a 25% quorum first and then a 2/3 majority? Or does Article VIII stand alone and only require a 2/3 majority of those present to change the bylaws?

A quorum must always be present, regardless of the vote required.

[Gary Novosielski]

Thanks for your reply/ I agree - and they need changing. We are trying to do so but there is a struggle with some so the question is right now - in order to amend the bylaws, do we need - according to our CURRENT bylaws that I have stated above, do we need a 25% quorum first and then a 2/3 majority? Or does Article VIII stand alone and only require a 2/3 majority of those present to change the bylaws?

You need a quorum before you can conduct business.

Therefore, you need 25% of your enrolled membership present before you can even move the bylaws amendments in the first place, let alone discussing or voting on them.

When it comes time to vote on them, you need "a 2/3 majority of those present" (whatever that means) to adopt any amendments to the bylaws.

The problem with the language is that "majority" and "2/3" mean different things. It's like a "1/3-Off Half-Price Sale". Also, your inclusion of the phrase "of those present" means that people who truly wish to abstain and let others decide, will effectively be unable to do so, as their abstentions will have the same effect as a no vote.

[jstackpo]

GN sed: "Also, your inclusion of the phrase "of those present" means that people who truly wish to abstain and let others decide, will effectively be unable to do so, as their abstentions will have the same effect as a no vote."

The alternate interpretation of "of those present" is to simply assert that it is a simple redundancy: who else could vote except "those present"?

These conflicting interpretations are the source of the ambiguity. It can be resolved by either inserting "and voting" after "those present", or deleting the "of those present" phrase completely.

The "2/3 majority" business is also screwy, but, it seems to me, is all but universally interpreted as "a supermajority of two thirds". I don't know of anybody who reads "2/3 majority" as equivalent to [2/3 * (more than 1/2)] which, mathwise, would be "more than 1/3".

[jandm]

Could we state a simple majority of those present and voting?

This would then be in both the MEETINGS article and the AMENDMENTS article.

We are just a small art club and trying to make it right but easy.

Thank you for your help.

[jstackpo]

Well, it is usually wise(er) to require a higher vote threshold for bylaw amendments, than you require for run of the mill motions.

A "2/3 vote" (which means 2/3 of those present and voting -- abstentions are simply ignored) is the gold standard for bylaws (and a few other motions) as described in RONR.

You don't have to specify a "simple majority" for everything else -- that is the RONR default threshold.

[Guest dan]

Could we state a simple majority of those present and voting?

This would then be in both the MEETINGS article and the AMENDMENTS article.

We are just a small art club and trying to make it right but easy.

Thank you for your help.

It seems to me that using the "normal" RONR procedures and rules, wherever practical, will end up being both right and fairly easy.

[jandm]

It seems to me that using the "normal" RONR procedures and rules, wherever practical, will end up being both right and fairly easy.

What do you mean by the "normal"?

[jandm]

Sorry for the naive answer - but I just don't understand what you mean by "normal" - do I need to go to somewhere else to get help. We just don't have the background or the legal knowledge.

[hmtcastle]

Sorry for the naive answer - but I just don't understand what you mean by "normal" - do I need to go to somewhere else to get help. We just don't have the background or the legal knowledge.

You've come to the right place.

I think the suggestion is to use RONR's terminology whenever possible. In other words, "majority" not "simple majority". And "two-thirds vote" not "two thirds majority of those present". And so on.

But I think your original questions have been answered: regardless of the vote required on a particular motion (e.g. a majority vote or a two-thirds vote), you always need a quorum present.

[jstackpo]

And a quick, and very readable, description of what is "normal" in parliamentary procedure can be found in RONRIB:

"Roberts Rules of Order Newly Revised In Brief" (Da Capo Press, Perseus Books Group, 2004). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.00! You can read it in an evening.

[Gary Novosielski]

GN sed: "Also, your inclusion of the phrase "of those present" means that people who truly wish to abstain and let others decide, will effectively be unable to do so, as their abstentions will have the same effect as a no vote."

The alternate interpretation of "of those present" is to simply assert that it is a simple redundancy: who else could vote except "those present"?

Well, you could argue that, just for fun, but in fact the phrase "majority of those present" is not interpreted that way. Neither is "2/3 of those present". The phrase "of those present" when preceded by a fraction is not ambiguous. If the bylaw said merely that " a vote by those present" was required, I might agree.

Use of the unfortunate term "2/3 majority" would not affect the meaning of "of those present". The only question is what was meant by "2/3 majority", and any betting man would put his money on "2/3 vote".

But as I pointed out, I'm not one.

[Guest dan]

What do you mean by the "normal"?

Most motions pass with a majority of those present and voting. To amend or rescind something previously adopted is a majority vote of those present and voting if notice given or without notice either 2/3 vote of those present and voting or majority vote of entire membership (of the body meeting). No absentee voting. No voting by email, conference call, internet chat room, etc. No proxy use or proxy voting. Minutes reflect what was done, not what was said. And so on.

[jandm]

I am still confused but getting better - I have the small book suggested but it really does not cover as yet what we need to know.

In your opinion, can we state that "Regular meetings of the entire membership will be held on the second (2nd) Tuesday of each month at a time and place to be determined by the Executive committee. A majority of those present and voting constitutes a quorum to conduct business."

You've come to the right place.

I think the suggestion is to use RONR's terminology whenever possible. In other words, "majority" not "simple majority". And "two-thirds vote" not "two thirds majority of those present". And so on.

But I think your original questions have been answered: regardless of the vote required on a particular motion (e.g. a majority vote or a two-thirds vote), you always need a quorum present.

[Josh Martin]

In your opinion, can we state that "Regular meetings of the entire membership will be held on the second (2nd) Tuesday of each month at a time and place to be determined by the Executive committee. A majority of those present and voting constitutes a quorum to conduct business."

Is this a proposed amendment to the Bylaws? If so, it needs some work. The first sentence sounds great (other than that the parenthetical "2nd" is bound to irritate some of the regulars here), but the second sentence might not be such a great idea. It effectively means that you will always have a quorum present, even if only one person shows up. Even if that is what you want, the sentence is full of unnecessary words. "The members present will constitute a quorum" would have the same effect.

The discussion that ensued about "present and voting" was in regard to voting requirements, not quorum requirements.

[Gary Novosielski]

In your opinion, can we state that "Regular meetings of the entire membership will be held on the second (2nd) Tuesday of each month at a time and place to be determined by the Executive committee.

Is it your intention to prevent the assembly from deciding when and where there own meetings will be held? Normally, the assembly should be able to override decisions of the board or the EC, but this appears to give the EC exclusive power. Next year you could be back here saying, "our executive committee called a meeting in Tierra del Fuego; what can we do?"

A majority of those present and voting constitutes a quorum to conduct business."

Umm, that is not un-meaningless.

First of all, when you're determining a quorum, nobody is voting on anything; so "and voting" has to go. But now, understand: a quorum is the number of members who must be present (in the room) in order to conduct business. This language does not answer the question: How many? It says that more than half of those present must be present. Well--yeah. In fact I'd be willing to bet that all of those present are present. I'd even give handsome odds. So that can't be what you meant to say.

To define a quorum you have to say how many members need to be present. This can be an actual number, or it can be a percentage of the total enrolled membership. But it can't refer to how many are present, because that's circular logic. Any number who happen to show up (even one) will always be greater than half that number. So one person could conduct business on behalf of the entire society. That's a disaster waiting to happen.

The default rule in RONR says that if the bylaws are silent a majority of the entire membership constitutes a quorum. So, if that's your intent, you need say nothing. But are you sure you will be able to get a majority of your membership to show up at every meeting without any problem? If so, you're an unusual group.

[jandm]

Wow - I hope I can go to Tierra del Fuego!!! Seriously - you are helping so much in defining what we need to say. The problem lies in the fact that we are small art club - and our members are scattered in several cities and mostly older so we do not get good attendance at general meetings. Thus the trying to avoid having a large number in order to conduct business.

We just wanted the Board members - who do attend the meetings, both board and general membership - to be able to choose a day, time and location for the general meetings. I actually understand what you mean and will try for rewording so that the Board suggests to the general membership and they vote on day, time and location.

Could this work?

"Regular meetings of the membership will be held on the second Tuesday of each month at a time and place to be suggested by the Executive committee. Date, time and location are subject to determination by vote of general membership. A quorum of at least twenty members must be present to conduct business."

Is it your intention to prevent the assembly from deciding when and where there own meetings will be held? Normally, the assembly should be able to override decisions of the board or the EC, but this appears to give the EC exclusive power. Next year you could be back here saying, "our executive committee called a meeting in Tierra del Fuego; what can we do?"

Umm, that is not un-meaningless.

First of all, when you're determining a quorum, nobody is voting on anything; so "and voting" has to go. But now, understand: a quorum is the number of members who must be present (in the room) in order to conduct business. This language does not answer the question: How many? It says that more than half of those present must be present. Well--yeah. In fact I'd be willing to bet that all of those present are present. I'd even give handsome odds. So that can't be what you meant to say.

To define a quorum you have to say how many members need to be present. This can be an actual number, or it can be a percentage of the total enrolled membership. But it can't refer to how many are present, because that's circular logic. Any number who happen to show up (even one) will always be greater than half that number. So one person could conduct business on behalf of the entire society. That's a disaster waiting to happen.

The default rule in RONR says that if the bylaws are silent a majority of the entire membership constitutes a quorum. So, if that's your intent, you need say nothing. But are you sure you will be able to get a majority of your membership to show up at every meeting without any problem? If so, you're an unusual group.

[Josh Martin]

"Regular meetings of the membership will be held on the second Tuesday of each month at a time and place to be suggested by the Executive committee. Date, time and location are subject to determination by vote of general membership. A quorum of at least twenty members must be present to conduct business."

A quorum is, by definition, the minimum number of members that must be present to conduct business, so most of the second sentence is redundant. Just say "The quorum shall be twenty members" or "Twenty members shall constitute a quorum" or something.

[jandm]

A quorum is, by definition, the minimum number of members that must be present to conduct business, so most of the second sentence is redundant. Just say "The quorum shall be twenty members" or "Twenty members shall constitute a quorum" or something.

Thank you so much, Josh. This site has been so helpful. I do have both the "Brief" book and the full book now for referencing - so I will continue to read.

[Josh Martin]

Thank you so much, Josh. This site has been so helpful. I do have both the "Brief" book and the full book now for referencing - so I will continue to read.

You may want to read RONR, 10th ed., Sec. 56: Content and Composition of Bylaws for further assistance in this matter.

[Gary c Tesser]

And keep asking questions!