When a 2/3 Vote Is Required but a Majority Vote Adopts Lorenzo Cuesta, PRP

When a 2/3 Vote Is Required but a Majority Vote Can Adopt

By Lorenzo Cuesta, PRP

One of the critical steps in handling a motion is convincing the client that the proper voting threshold was selected to decide the adoption or defeat of a motion.

First there is the confusing issue to some clients of the difference between the majority of the vote of the members vs. the majority of the entire membership. The majority of the vote of the members refers to greater than half (not 50% + 1) of the votes cast. The majority of the entire membership refers to greater than half (not 50% + 1) of the voting members on the membership roll. Only the documents of governance will determine the proper threshold each time a vote is taken. Nevertheless, client distrust may result when a vote is handled one way in one case, but differently in another case.

Votes cast

For example, if a 20-member board with its 20 positions filled took a vote of 9 in favor, 8 against, and 3 abstaining or absent, the motion would typically be properly adopted. The motion received a majority (i.e., 9 votes) of the 17 votes cast.

Entire Membership

On the other hand, a vote of 9 in favor, 8 against, and 3 abstaining or absent would defeat the motion if the bylaws required a majority of the entire membership, because the motion did not receive a majority of the 20 possible votes. The motion required 11 affirmative votes of the 20 members’ vote for adoption.

A 2/3 vote requirement is not always simply 2/3

Besides these confusing cases of the majority vote (i.e., votes cast vs. members’ vote), there is the even more frustrating concept of the 2/3 vote threshold. Robert’s Rules of Order describes four potential thresholds for a required 2/3 vote, as listed below. Certain specific motions fall under one of the four potential thresholds.

You will notice that three of these four potential 2/3 vote thresholds offer the typically ignored and mostly underutilized option of a majority of the entire membership.

Different 2/3 vote threshold requirement under Robert’s

I. An ordinary 2/3 vote; II.

A 2/3 vote with previous notice;

OR a majority of the entire membership; III. A 2/3 vote; OR a majority of the entire membership; IV. A majority vote with previous notice; OR a 2/3 vote; OR a majority of the entire membership.

Here are examples of motions based on the four distinct 2/3 optional thresholds under Robert’s:

I. Requirement of an ordinary 2/3 vote

These are the more common situations such as Close

Nominations; Close Suggestions for filling a blank, close polls;

Limit or Extend Limits of Debate; make a special order; adopt an agenda with special orders; adopt parliamentary standing rules in a convention; Objection to the

Consideration of a Question;

Previous Question; Suspend the

Rules; refuse to proceed to orders of the day, etc. These situations deal with motions that tend to take away rights or limit rights of the members. II.

Requirement of a 2/3 vote with previous notice required, OR a majority of the entire membership a. Adopt a parliamentary authority (if rule is absent in client’s documents of governance) b. Adopt/Amend/Rescind special rules of order c. Amend/Rescind an adopted constitution (if rule is absent in client’s documents of governance) d. Amend/Rescind adopted bylaws (if rule is absent in client’s documents of governance) III. Requirement of a 2/3 vote with no previous notice required,

OR a majority of the entire membership a. Amend an adopted agenda b. Amend/Rescind a parliamentary standing rule in a convention IV. Requirement of a majority vote with previous notice, OR a 2/3 vote with no previous notice,

OR a majority of the entire membership a.

Amend/Rescind non-parliamentary standing rules in a convention b. Rescind or Amend Something

Previously Adopted

c.

Depose from office if trial is not required d. Discharge a Committee

conclusions

• Too many motions that require a 2/3 vote for adoption are defeated because the client is not aware of the majority of the entire membership alternative. For example, a 15-member board seeking to adopt a motion may have difficulty reaching a 2/3 vote (i.e., 10 votes in the affirmative).

But under examples II, III, or IV above, the board needs only a majority of the entire membership (i.e., 8 votes in the affirmative, not 10).

Often the requirement of a previous notice legally prevents a board from considering a motion that requires a previous notice.

Under examples II, and IV above, a previous notice is not required as long as a majority of the entire membership votes to adopt the motion.

True, a majority of the entire membership is difficult to obtain in the meeting of an association that covers a wide geographical area because a majority of the entire membership will probably never be present. However, a majority of the entire membership of a board or committee having less than 12 members will probably always have more than half of its members present. Most boards and committees have no more than 12 members making a majority of the entire membership a viable option for adopting the motions listed above in examples II, III, and

IV without the requirement of a 2/3 vote, 2/3 vote with previous notice, or majority vote with previous notice.

There are too many variations in requirements to determine whether a motion is adopted or defeated based on votes cast vs. members’ vote. The variations of the 2/3 vote with or without a previous notice requirement is another source of confusion to the client. We have all observed that distrusting look on the face of a client when the threshold appears to be inconsistent. We as parliamentarians need to reduce confusion and frustration caused by our technical language. The client does not want a parliamentary lesson. The client simply wants a simple and direct parliamentary solution.

lorenzo cuesta, PRP, is a former President of the California State Association of Parliamentarians and a current workshop presenter for boards, conventions, and special groups. Lorenzo has been teaching parliamentary procedure for over 20 years. He is convinced that Telling is not Teaching; Listening is not Learning; and only by Engaging the mind will we Enlighten the learner.