Can someone interpret this wording?

[limnos]

Michigan.

Our non-profit group is trying to interpret the meaning of this by-law, wherein we are trying to make amendments to the by-laws via a special resolution:

"a special resolution passed in a general meeting by a majority of not less than 75% of the votes of those members of a society, who being entitled to do so, vote in person"

We aren't sure if 75% of all members MUST be present to pass the resolution, or whether 75% of members that ARE present must pass the resolution.

thank you

 

[I AM ALWAYS LIABLE]

Michigan.

Our non-profit group is trying to interpret the meaning of this by-law, wherein we are trying to make amendments to the by-laws via a special resolution:

"a special resolution passed in a general meeting by a majority of not less than 75% of the votes of those members of a society, who being entitled to do so, vote in person"

We aren't sure if 75% of all members MUST be present to pass the resolution, or whether 75% of members that ARE present must pass the resolution.

thank you

My response:

Only from that portion that you've quoted, it appears that you good folks are putting words and requirements into the clause that do not exist. The words that are not in the clause are "must" or "are". That appears to be where your confusion lies.

I will assume that all members are "entitled" to vote.

All members who "being entitled" to vote, and who appear at the General Meeting to "vote in person", can vote; i.e., no proxy or phone-in votes. So, for example, you have 100 members entitled to vote, but only 75 Members show up for the general meeting.

Those 75 "entitled persons" attending comprise your 100% of the people who are "in person" at the General Meeting.

Then, in order to pass a resolution, at least 75% of the "entitled members" must vote, and then the resolution is passed if there is more than 50% in favor of the resolution.

That's the way I read it. Perhaps, someone else will "chime in" on this one, and lend a differing opinion.

Good luck.

IAAL

 

[limnos]

Thank you IAAL. What happens if only 70% of those entitled to vote show up at our meeting? That is our quandary. Does that mean we cannot change our by-laws until we can get 75% to attend?

limnos