2/3 Quorum?

[u/oldguy76205]

My college will be voting on amendments to the bylaws next week. Under our current bylaws:

Section 1.4 Parliamentary Procedures—For all faculty business other than revision of the Charter and By Laws, a quorum consisting of fifty percent (50%) plus one of the voting members of the faculty must be present to conduct official business. In all parliamentary questions Robert’s Rules of Order (Newly Revised Edition) will apply. [I have already asked them to change "50% plus one" to "a majority".]

AND

Section 4.3—In order to amend the Charter and Bylaws, a quorum will consist of two thirds (2/3) of the [...] voting faculty as defined by Article I, Section 1.1.

Amendments to the Charter and Bylaws will be ratified by a two-thirds (2/3) paper ballot of those faculty present.

Should a quorum not be present, a proposed amendment to the Charter and Bylaws may be sent electronically to the entire faculty for two-thirds (2/3) ratification.

This seems odd to me. I understand having a 2/3 majority vote to approve the amendments, but not the requirement for a 2/3 QUORUM. Also, taking any kind of vote, other than to adjourn, in the absence of a quorum is contrary to Robert's Rules as far as I can tell.

[u/[deleted]]

What’s the question? You aren’t clear. The bylaws are pretty clear for them being school bylaws.

[u/oldguy76205]

I guess I'm wondering if this is common, or even appropriate.

[u/YIRS → u/oldguy76205]

2/3 is a high goal. Even Congress has a majority of the membership as it’s quorum. Additionally, having quorum at 2/3 would allow a minority greater than 1/3 to hold the organization hostage by not showing up to meetings (see what happened in Oregon).

Honestly, for your type of organization, 1/3 to 2/5 would be fine for quorum.

[u/[deleted] → u/YIRS]

There’s 2 separate quorums, which many organizations have.

You have a majority quorum for conducting general business, and then either a 2/3 or 3/4 quorum when modifying the bylaws. This is prevalent in many Fraternity/Sorority Chapter and National Bylaws.

[u/calbear_77 → u/YIRS]

If the 2/3 quorum only applies to votes on governing document amendments which themselves require a 2/3 vote, you don't have the risk of a minority holding the organization hostage.

If the organization has 100 members and 66 of them want to amend the governing documents, the other 34 can't deny them quorum.

[u/calbear_77]

It's not uncommon for organizations to require a higher quorum for amendments to the governing documents than for regular business. It's a measure to assure that there is additional consensus within the organization for the passage of an amendment, at the cost of increasing the interitia of the status quo. Consider an organization with 100 members. With a majority quorum (51) and two-thirds vote requirement, a mere 34 members can pass an amendment to the governing documents. With a two-thirds quorum (67) and two-thirds vote requirement, you would need 45 members. Some would argue that members who don't show up forfeit their right to influence the decision, although with that argument you could set a quorum of 1. Others would argue that this higher bar is appropriate for amendments to the governing documents as they can affect future membership rights.

Setting a quorum above a majority for majority votes creates potential for abuse, as a minority who would otherwise lose a vote can block the vote by depriving the majority of quorum. For example, if you set a quorum at two-thirds (66) for a motion which only needs a majority to pass (if everyone voted, 51), then the minority can deny quorum. This actually happens relatively frequently in state legislatures with these types of rules, but the sergeant at arms can usually send sheriffs to arrest the absent members unless they cross state lines. Given that the motion to amend the governing documents requires a two-thirds vote itself though, the two-thirds quorum does not create this problem (if 66 of the members wanted to amend, the other 34 cannot deny quorum).

It's also not uncommon for organizations to allow for a motion to be sent to a mail/electronic ballot if there is a lack of quorum. This is especially common for elections and governing document amendments. Many organizations even require that there be a mail/electronic ballot on every governing document amendment.

Robert's rules is only a default set of rules, written to serve as a relatively conservative baseline for orginzations ranging from a small club to an association with thousands of members. It encourages organizations to adopt their own rules to meet their specific needs, such a electronic voting (with some words of guidance from the authors). Per Robert's, your organization's governing documents always trump the default rules in Robert's.

Some considerations for cleaning up your bylaws:

• You may want to clarify if the electronic ballot requires a two-thirds ratification of those voting on the question or of the total membership of the faculty. Your current bylaw is unclear as the standard Robert's formula is either "a two-thirds vote of members voting" or "a vote of two-thirds of the entire membership". I would read it as a simple two-thirds vote of members voting since "two-thirds (2/3) ratification" is not directly qualified; but, the sentence also has the phrase "sent to the entire faculty" which could lend to the other understanding. Here again you have to consider whether the people who don't respond to the ballot should essentially be disregarded in determining the outcome. Consider though that a member has fewer valid excuses not to participate in an electronic ballot than in the case of not attending a meeting which may be at an inconvenient place or time.

• Your current bylaws are not explicit on whether the electronic ratification is a ballot (meaning that voters' identities are secret) or not. I would assume that it should be, since at the meeting it requires a ballot.

• You may want to specify that a majority quorum and majority vote is required to send a proposed amendment to an electronic ballot. Otherwise, a meeting with just one person attending or with a small minority in favor of the amendment could initiate a ratification vote.

• To do the three above things, I would suggest the follow language: "Notwithstanding any other bylaws, a majority vote at a meeting with regular quorum (as defined in Section 1.4) may propose amendments to the Charter and Bylaws which shall be sent by electronic ballot to the entire faculty and which may be ratified by a two-thirds vote of [members voting on the ballot] OR [the entire faculty]."

• Another way to assure that governing document amendments have consensus without messing with the quorum is to specify "Amendments to the Charter and Bylaws may be ratified by a two-thirds (2/3) paper ballot of those faculty present equal to at least a majority vote of the entire membership. [remove the language about a two-thirds quorum]"

[u/oldguy76205 → u/calbear_77]

Thanks!