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From Jeffrey Thompson <jt...@us.ibm.com>
Subject Re: Not a patent/license question :)
Date Tue, 31 May 2005 16:21:56 GMT
"William A. Rowe, Jr." <wrowe@rowe-clan.net> wrote on 05/28/2005 03:18:59 
AM:

> Question for our parlimentarians.  Section 4.1 of our bylaws 
> close with the current rule;
> 
>   [...] members of the corporation shall be admitted as members 
>   of the corporation only by a majority vote of the existing 
>   members of the corporation, and after receipt by the Secretary 
>   of a membership application completed by each such proposed 
>   member within thirty (30) days following the vote. 
> 
> "by a majority vote of the existing members" is what I find some
> what unclear.  Does this mean;
> 
>   * 50%+ of the members must vote yes for admission?
> 
>   * 50%+ of the members who cast ballots must vote yes, once
>     there is a quorum of members?
> 
>   * more yes than no votes are required, and including all
>     abstentions, there are enough voters to reach a quorum?
> 
> I know it's pedantic, but if the organization wants one of these
> options, they would be clearer stated as;
> 
>   * "by a vote of the majority of existing members"
> 
>   * "by a vote of the majority of members present"
> 
>   * "by a vote of the members"
> 
Since no one else has bitten, I will. 

To the extent any bylaw provision (or for that matter, any controlling 
document) is unclear, it helps to know what was intended.  Are there any 
documents that were drafted at the time that reveals what was meant by 
that language?

Assuming that there are no clarifications sitting around, and if we look 
just at the language quoted, I'd say the first of your three choices is 
the right one -- which I expect is why you put it first.  You need a 
majority vote of the existing members, which I parse in the following way 
-- "majority vote" sets the percentage to be 50%+ and "of the existing 
members" determines the group the vote is to be of.  So, if you have 100 
members, you need 51 yes votes.  As long as you meet quorum, it doesn't 
matter how many people show up or how many vote.  You need 51 yes votes.

Your proposed language "by a vote of the majority of existing members" to 
me could read incorrectly.  It could be read as follows -- "a vote" means 
an unspecified percentage vote, which by default is 50%+ because that's 
the most common requirement and "of the majority of existing members" 
means you need only have 50%+ voting.  So, of the 100 members, you need 51 
voting and only 26 yes votes.

> 
> Bill
> 
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