My question is about ignorance of the law. My organization has used the term "simple majority" incorrectly for 70 years. We recently learned we use a plurality vote but called it "simple majority" in all of our documents. For 70 years we have voted for Bylaws, policies, elections, motions -- anything we have ever voted on, one over the other wins. Ten to 9, 10 won. We are now in a position to legally defend out standard procedure, even though incorrectly stated in policy. Would ignorance of the law pertain in this type civil case? Thank you
"Ignorance of the law" refers to a (non)-defense for committing a crime ("I didn't know it was against the law"). In this case, the government hasn't passed a law saying that "the term 'simple majority' shall always be defined as..." – there is no law saying that "simple majority means more than half of the total number of votes". Instead, terms are generally given their "common meaning". A reasonable case can be made that the common meaning of "majority" is "more that any other choice", and one can point to ample evidence showing that, such as this. However, one can also argue that extra weight should be given to to specialized definitions appearing in The Standard Code of Parliamentary Procedure or Robert's Rules of Order (or other such document), in support of a competing definition of "simple majority".
Both sides will need to provide evidence that supports their interpretation of the phrase, based on external sources (parliamentary handbooks, dictionaries, and so on), as arguments for a particular interpretation of the term. The courts will be most impressed by evidence pertaining to the behavior of the parties, so that if everybody agrees that they understood "simple majority" to be "the choice with the most votes", then that is how the term will be interpreted.
Know how the law works in the first place
There's an order of precedence to organizational documents. The order goes
- State law
- Organization's Articles of Incorporation
- Organization's Bylaws
- The parliamentary procedure invoked by the Articles or Bylaws
- The Board of Directors
Note that "Policy" is not on this list. However, if there is a genuine ambiguity which requires interpretation, the Board of Directors is the "court of first refusal" to make those interpretations. But the Board can't "conveniently misinterpret" something; you can always take their interpretation to Big Court, who will override their decision if it's wrong. And if it's excessively wrong or obviously self-serving or in a conflict of interest, you can go after the organization - or even the directors individually - for your legal costs.
However, you must watch for cases where one tier sets a default, but allows a lower document to override that default. Here's a wild one:
State law makes proxies legal, unless the organization's Bylaws forbid proxies.
Bylaws are silent on the question of proxies, but invoke Robert's Rules of Order.
Robert's Rules of order absolutely prohibits proxies, with a note stating that if State law allows Bylaws to prohibit proxies, then invoking Robert's Rules of Order as their parliamentary procedure, has the same effect as the Bylaws prohibiting proxies.
Which means in a state which defaults to allowing, but Bylaws invokes Robert's Rules, proxies are disallowed.
So in this case, if the Board decided "we're allowing proxies", they can't because a power higher than the Board has ruled to the contrary. Big Court would overrule them, but would be unlikely to punish individual directors because it's so subtle and complex that it could be an honest error.
Consequences of "Ignorance of the Law"
First, that is a legal term-of-art/jargon that you are wildly misapplying. My strong advice is "don't speak terms-of-art/jargon from industries in which you are not qualified to practice", because you will come off as a fool to anyone in that industry. Plain English will suffice.
As in the above example, the first consequence is that thing gets undone. If an election was won via proxies, that is voided and must be redone without proxies.
And as for consequences, it really comes down to how willful and self-serving the "ignorance was. An apocryphal example is if a strong-willed president owns a company, and the Board, pressured by the president, gives that company a lucrative no-bid contract. The court will heap consequences on that person... as will the IRS.
"Ignorance of the law" never helps anyone
As a maxim, it simply means that even if you didn't know what your legal obligations were; you are deemed to have known and are therefore responsible for your acts and omissions.
Majority can either mean "more than half" or "the most"
In parliamentary procedure, the term is usually defined to be "more than half" (or more than two-thirds for a two-thirds majority etc.) and plurality is usually used to mean "the most but not a majority". However, in committee decision making, the choice is usually yes or no so pluralities don't come up.
Of course, majority doesn't mean anything unless you define a majority of "what". Common usages are:
- Valid votes cast,
- Total votes cast,
- Total (valid) votes eligible to be cast,
- Total of voters at a meeting (with or without proxies)
- Total electors.
For example, if a club has 20 members, 18 of whom are financial (and eligible to vote), 15 of whom attend a meeting (including by proxy), 14 of whom vote but 2 vote informally then a "majority" is 7, 8, 10, 8 and 11 respectively.
Unless a law imposes an interpretation on you, your organization is free to decide for itself what "majority" means. For an example of where the law does prescribe an interpretation, see s38 and s39 if the NSW Associations Incorporation Act 2009.
Notwithstanding, even if you have interpreted it incorrectly, this is unlikely to invalidate any decisions that were made, particularly if third-parties have relied on those decisions. See s24 of the NSW Associations Incorporation Act 2009.