Removal of a partner
Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
Unless your bylaws or parliamentary authority say otherwise, abstentions do not count at all. RONR generally calculates the result of a majority or 2/3 vote from members present and voting.
https://robertsrules.forumflash.com/topic/40667-abstaining-on-a-vote-how-to-count/?do=findComment&comment=240457
https://robertsrules.forumflash.com/topic/40667-abstaining-on-a-vote-how-to-count/?do=findComment&comment=240457
Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
No, you would still require agreement from enough members that hold > 50% of the total capital. Effectively, an abstaining vote should be treated as a "no" for that vote.
-----Original Message-----
From: club_cafe@bivio.com <club_cafe@bivio.com> On Behalf Of David Karbulka via bivio.com
Sent: Tuesday, September 3, 2024 10:13 AM
To: club_cafe@bivio.com
Subject: [club_cafe] Removal of a partner
[External Email]
Our partnership agreement states that in order to remove a club member, it requires agreement from members whose capital accounts total a majority of the value of all partners capital accounts. Our club will be voting on this matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed from the total value of capital accounts in determining a majority. Appreciate any feedback.
-----Original Message-----
From: club_cafe@bivio.com <club_cafe@bivio.com> On Behalf Of David Karbulka via bivio.com
Sent: Tuesday, September 3, 2024 10:13 AM
To: club_cafe@bivio.com
Subject: [club_cafe] Removal of a partner
[External Email]
Our partnership agreement states that in order to remove a club member, it requires agreement from members whose capital accounts total a majority of the value of all partners capital accounts. Our club will be voting on this matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed from the total value of capital accounts in determining a majority. Appreciate any feedback.
https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]
Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
I'm not an attorney, but in my opinion you do not remove the value of anyone who abstains. An abstention , therefore, would be the same as a no vote.
You need the majority of the value of all partners capital accounts to agree. The majority of all partners capital accounts is fixed and does not change.
From: club_cafe@bivio.com <club_cafe@bivio.com> on behalf of David Karbulka via bivio.com <user*26468500001@bivio.com>
Sent: Tuesday, September 3, 2024 9:12 AM
To: club_cafe@bivio.com <club_cafe@bivio.com>
Subject: [club_cafe] Removal of a partner
Sent: Tuesday, September 3, 2024 9:12 AM
To: club_cafe@bivio.com <club_cafe@bivio.com>
Subject: [club_cafe] Removal of a partner
Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
Appreciate the response. As outlined in the PA, this action requires agreement from club members whose capital accounts constitutes a majority of total club accounts.
So not really a vote in the traditional sense.
https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
Hi David: not a lawyer here but reading your email carefully it says the total of the capital accounts voted must be a majority of the total capital accounts in the club. Apparently there is no mention about abstentions in the partnership agreement. So a partner "voting" as absentee has their capital account included in the total of all capital accounts with the partnership, but not included in the voting portion. Another words, the absentee account is included in the denominator, but not in the numerator for the calculation.
My 2 cents.
Peter Dunkelberger
Appreciate the response. As outlined in the PA, this action requires agreement from club members whose capital accounts constitutes a majority of total club accounts.So not really a vote in the traditional sense.https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
In all fairness, how can the club prevent a partner from getting access to their funds?
Our club accepts a written request to terminate the membership, then at the next meeting the account value is set, and then we have 60 to pay the member what is owed to them either in cash or stocks.
We can't change the wind, but we can properly adjust the sails.
Appreciate the response. As outlined in the PA, this action requires agreement from club members whose capital accounts constitutes a majority of total club accounts.So not really a vote in the traditional sense.https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
Curious are "kicking out" a member or are they leaving voluntarily?
Interestingly, we had to change from Schwab (Atlanta area) since we could NOT transfer stock; so we had to sell stock ( all members got capital gains) to pay off the member. Use Fidelity now.
Dan Cohn
Treasurer
NAMC Investment #3
In all fairness, how can the club prevent a partner from getting access to their funds?Our club accepts a written request to terminate the membership, then at the next meeting the account value is set, and then we have 60 to pay the member what is owed to them either in cash or stocks.We can't change the wind, but we can properly adjust the sails.Appreciate the response. As outlined in the PA, this action requires agreement from club members whose capital accounts constitutes a majority of total club accounts.So not really a vote in the traditional sense.https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
Dan Cohn
404 862 5640
404 862 5640
He is being removed for inactivity and failure to meet the terms laid out in the Partnership Agreement.
I can't imagine a brokerage not being able to transfer positions?! They wouldn't even be able to do it between Schwab accounts? (In which case, I would have made the member open a personal account with Schwab).
If he was unwilling to do that, I would have had physical stock certificates issued to the member at their expense, as outlined in past Bivio documents.
I certainly wouldn't have accepted a course where the club needed to take on capital gains if not in the clubs best interest.
Curious are "kicking out" a member or are they leaving voluntarily?Interestingly, we had to change from Schwab (Atlanta area) since we could NOT transfer stock; so we had to sell stock ( all members got capital gains) to pay off the member. Use Fidelity now.Dan CohnTreasurerNAMC Investment #3In all fairness, how can the club prevent a partner from getting access to their funds?Our club accepts a written request to terminate the membership, then at the next meeting the account value is set, and then we have 60 to pay the member what is owed to them either in cash or stocks.We can't change the wind, but we can properly adjust the sails.Appreciate the response. As outlined in the PA, this action requires agreement from club members whose capital accounts constitutes a majority of total club accounts.So not really a vote in the traditional sense.https://robertsrules.com/frequently-asked-questions/
Do abstention votes count?
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where the rules require either a "majority vote" or a "two-thirds vote," abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]Our partnership agreement states that in order to remove a
club member, it requires agreement from members whose
capital accounts total a majority of the value of all
partners capital accounts. Our club will be voting on this
matter. Our question is, how do we treat a vote to abstain.
Would the value of that partners capital account be removed
from the total value of capital accounts in determining a
majority. Appreciate any feedback.
--Dan Cohn
404 862 5640