Good question.  Now you know why it is important to have clear bylaws.  Many people don’t bother to look at the bylaws unless something controversial is about to be considered, and then you want a clear answer.  This is obviously one of those times.

I am afraid I can’t answer your question definitively because you may have changed the answer by your paraphrase of the words within the brackets in “three-fourths of the [voting members].”  Does that phrase talk about the members eligible to vote pursuant to the section on eligibility?  Or does it talk about the members actually voting.  It clearly makes a difference, as your question so nicely illustrates. 

If there is no default requirement in your state nonprofit corporation law, I would guess that the vote requires three-fourth of all members eligible to vote. But I can’t tell without seeing the actual wording and the context of the rest of the bylaws.  Many organizations require a super-majority for important actions, but often only a super-majority of a quorum.  If a quorum is a half of those eligible to vote, you could pass a major change with three-fourths or two-thirds of the half, which is still less than half of the total membership.  What you really want is an important issue to consider as you write or review your bylaws.

For more discussion of this kind of issue, so that you can eliminate ambiguity and reduce the risks of litigation, participate in our bylaw webinar “Bylaws: The Constitution of Nonprofits – The Art and Science of Making Them Work,” on February 20.  We will review a whole range of procedures that can be written clearly to avoid controversy and stay out of court.