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From Jeffrey Thompson <jt...@us.ibm.com>
Subject Re: Not a patent/license question :)
Date Tue, 31 May 2005 21:58:13 GMT
"William A. Rowe, Jr." <wrowe@rowe-clan.net> wrote on 05/31/2005 01:21:28 
PM:

> At 11:21 AM 5/31/2005, Jeffrey Thompson wrote:
> 
> >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. 
> 
> Thanks for your answer Jeffrey :)
> 
> So it seems to say what I thought it did.  And, since it's commonly
> adopted language, I'll presume it's the proper wording for the usual
> interpretation (1/2 of the members must vote to admit.)
> 
> That said, if we choose to clarify the bylaws for a less stringent 
> vote of the members, where more yes than no votes are required,
> abstentions/not a vote are considered with the majority (as typical) 
> and there must be a quorum of voters (our bylaws call for 1/3 
> of members as a quorum); how to correctly word this 'typical'
> voting requirement?

I'm not sure that it is normal for "abstentions/not a vote" to be 
considered part of the majority.  Normally, they are either considered a 
"no" or they are ignored for the purpose of determining the winner. 

Since the default "action of membership" language in Section 3.9 is close 
to what you want, you could end up with a lower bar by replacing "
Thereafter, members of the corporation shall be admitted as members of the 
corporation only by a majority vote of the existing members of the 
corporation, . . . " with "Thereafter, members of the corporation shall be 
admitted as members of the corporation only if the proposed member is 
approved by the existing members in compliance with Section 3.9 above, . . 
."
Jeff
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