Eliminating the impact of non votes: how a good idea turned terrible

Eliminating the impact of non votes: how a good idea turned terrible

Thanks to TRCC Board Member John Curran for taking the time to write a reply to my first Op Ed: Proposed Bylaw Amendments: Vote Against Them. John’s pithy response identified one of the main arguments that have been advanced by the TRCC Board in favor of the proposed amendments, so I’d like to address that here.

November 16, 2022

John raises the issue that the Board has spoken about at length - the desire to change TRCC bylaws so that members who don’t vote on a measure will have no impact on whether it passes.

Certain current bylaws require a majority and/or supermajority (2/3) of eligible votes to pass. In this case, people who don't vote have the same impact on the outcome as if they had voted no. The proposed amendments would change some of the existing bylaws that require a majority or supermajority of eligible votes. Instead, the amended bylaws would require a majority and/or supermajority of votes cast (as long as a quorum of 50% of eligible votes of members entitled to vote on the measure do so). In this situation, people who don't vote would have no effect on the outcome of the measure.

This sounds like a reasonable proposal, and I would support it in the context of a representative governance structure. Indeed, an overwhelming percentage of participants at the Bylaws Conversations in June did support it in that context. This is a key point: the Bylaws presentation clearly laid out an approach to bylaws revision in which three changes would take place first - making the Board more equitable, establishing one membership/one vote, and revising the dues indexing - before the proposed amendments would be enacted. This is the approach that the overwhelming majority of participants agreed with on the straw poll. We were never asked if we would approve making this change as a solitary measure in advance of the others. Switching the order of bylaw revisions fundamentally alters the impact of the proposed amendments, turning them from a good idea into a terrible one. In brief, where these amendments are concerned, timing is everything.

To understand why that’s true – and why passing these amendments now worsens the problems with our current governance structure instead of improving them – we need to look more closely at what’s actually being proposed.

First, which bylaws would be changed under the proposed amendments? The answer to this question is straightforward: all of the changes being proposed pertain to Articles XIII and XVII – bylaws governing changes to the dues indexing, rights or privileges of Associate Golf or Social Members. These bylaws are the ones that require a majority of eligible votes instead of a majority of votes cast. Here’s one of the most important examples of the type of bylaw covered by Articles XIII and XVII. According to Article XIII of our existing bylaws, “Any future increase in the percentage relationship between Full Golf Membership dues and Social Membership dues or any material change in the rights or privileges associated with the Social Membership shall require the approval of the Board of Governors and a majority vote of Social Members entitled to vote.” This is called a class vote, and it is especially important because it gives members of the membership group that will be affected by a proposed bylaw change affecting their dues indexing, rights, or privileges the power to decide whether the measure passes or fails.

In short, if the Board wants to increase the proportion of dues that Social Members pay relative to Full Golf Members, it must persuade a majority of Social Members to vote in favor of the increase. There’s no question that this is a high vote threshold, but that’s intentional. Articles XIII and XVII serve to protect Social Members from the potential consequences of having negligible representation on the Board and significantly lower voting power.

To put this in perspective, let’s review just how underrepresented Social Members are in TRCC governance. I covered this in my previous op ed, but an alert reader notified me that I had actually understated the problem because the most recent calculations of our community demographics reveal that Social Members constitute almost ¾ of club members, not 2/3, as I previously reported. So using that updated figure, here’s the situation that describes our current governance structure.

Despite comprising about ¾ of members, Social Members are currently provided just 2 seats on our 15 member board. Golf Members (Full and Associate combined) represent ¼ of our community, but control 12 seats on the Board. The last seat goes to a Marina Member (who can either be a Golf or Social Member). Further, remember that Full Golf memberships get 4 votes, and Associate Golf memberships get 2 votes, for every 1 vote provided Social Members.

Now let’s look at the impact of the proposed amendments by using a hypothetical scenario. Let’s imagine that the Board is trying to change a bylaw affecting the dues indexing of Social Members, and that there are 500 Social Members. Because this change is governed by Articles XIII and XVII, Social Members as a group must approve it. Let’s look at the numbers to see the effect of changing the vote requirement for their approval from a majority of eligible votes to a majority of votes cast. (Note: The numerical examples that follow are ones that have been laid out by the Board at various times. They examine the impact of the proposed change on a class vote. Some bylaw changes also require approval of 2/3 of eligible votes of all members.)

Rules Under Existing Bylaws:

Approval is required of the 500 eligible voters (Social Members)

If 251 Members vote:

250 vote yes

1 person votes no

The measure fails because there is not a majority of eligible votes (i.e. > 50% of 500 eligible voters).

Rules Under the Proposed Amendments:

Approval is required of 500 eligible voters (Social Members)

At least 250 Members must vote for the measure to pass (a new quorum requirement that’s part of the proposed amendments)

If 251 Members vote:

250 vote yes

1 person votes No

The measure passes because a majority of votes cast were yes votes (i.e. > 50% of 251 actual voters).

These are the two examples that the Board provided in the flyer that went to every house. These examples are accurate, but they fail to capture a key point – that under the new amendments the number of yes votes required to pass the amendment is only 126 – just ¼ of Social Members plus one. Let’s see why that’s true.

Rules Under the Proposed Amendments:

Approval is required of 500 eligible voters (Social Members)

At least 250 Members must vote for the measure to pass (the new quorum requirement)

If 251 Members vote:

126 vote yes

125 vote No

The measure passes because a majority of votes cast were yes votes (i.e. > 50% of 251 voters).

This last voting example clearly illustrates the impact of the proposed amendments. Under our existing bylaws, a measure requiring the approval of 500 Social Members would need 251 yes votes to pass, but under the proposed amendments, it could pass with as few as 126 yes votes.

Whether one favors the proposed bylaws amendment or opposes it, it is incontrovertible that it would lower the vote threshold (number of votes needed) to pass a change to bylaws affecting the dues index, rights and privileges of Social Members, so let’s put that argument to rest.

We can now see the effect of the proposed amendments in the context of our current governance structure. - Social Members, despite constituting a ¾ majority of club members, have negligible influence on the Board and a fraction of the voting power of Golf Members. - If the proposed bylaw amendments pass, it will be significantly easier for the Board to change bylaws affecting the dues indexing, rights and privileges of Social (and Associate Golf) members.
So the critical question Social Members have to ask themselves is this: How could it possibly be in their best interest to make it easier for the current Board – one on which they have negligible representation - to make changes to Social Members’ dues indexing, rights, and privileges? I’m stumped. I can’t think of a single reason.

On the other hand, if the proposed amendments were submitted to a vote after changes to Board composition and voting equality had been enacted, the situation would be entirely different. A good case could be made for providing a representative Board with greater flexibility to adapt to changing environments. In addition, the argument that members who don’t vote would not influence the outcome of an election would have merit as well.

In the case of the proposed amendments, timing is everything. Social Members should vote AGAINST the proposed amendments as a stand alone measure.

Equally important, Social Members should not assume that changes to Board representation and voting equality will be forthcoming, simply because they are so obviously fair. Indeed, TRCC history provides ample evidence to the contrary. When TRCC was founded in 1991, Social Member dues were indexed at 10% of Full Golf dues. Since then, there have been two increases in the index paid by Social Members – to 20% in 1994 and to 33 and 1/3% in 2016 (for members joining after those dates). Further, Social Members have gone from being a minority of the club community to a ¾ majority, yet their representation on the Board has remained at 2 seats out of 15 and they still have only 1 vote per membership compared to the 2 votes and 4 votes of Associate Golf and Full Golf Memberships, respectively.

Vote AGAINST the proposed amendments for now and let’s go back to the bylaws revision approach that a majority of club members endorsed in June after the Bylaws Presentation. Passing these amendments now could have serious consequences for Social Members. Changes to their dues indexing could affect the affordability of living in Governor’s Land and the salability of a member’s home. Let’s not give the TRCC Board any more power to change our dues indexing, rights or privileges until we have several more seats on that Board!

November 19: Article updated to clarify that the voting scenarios outlined are examples of possible outcomes of class votes - the vote by members of the membership category whose dues indexing, rights, or privileges would be affected by a proposed bylaw.