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Greetings ... I am part of an organization that in our By-Laws has the following Articles: "Article II - Board of Directors and Duties .... 1. The Board of Directors (BOD) of this association shall be the President, Vice President, Commissioner, Secretary, Treasurer, Director of Marketing, and Assignment Officer. " ... so there are 7 positions on the board. "Article III - Board of Directors ... 1. General Powers and Duties ... c. The BOD may remove any of its BOD members for cause, by 2/3 majority vote of the BOD" My question is this ... If a board member resigns prior to a vote taken under Article III, and their seat on the BOD is unoccupied at the time of a vote, does 2/3 mean four out of 6 (.667) ? Or does the seat still count and the vote must be 5/7 (.714) in order to reach the 2/3 (.667 ) majority vote level? Also, does is matter if only five out of the seven board members are at the meeting when this takes place? Seems to me that the BOD is defined as seven positions, not 7 people, and that if a 2/3'rds vote is required to enact something, 4/7 (.571) votes is not enough to enact or meet the 2/3rds requirement? Even if the whole board is not in attendance at the meeting? The rest of my BOD does not agree with me, hence the question here. Thank You very much in advance for any thoughts or direction you may provide. Feel free to ask for clarification on anything if I haven't described the situation well enough. Thanks again.
Our organization is run by 6 officers and has about 40 members (it is a student-run organization in high school but the members do not receive any votes, only officers can vote). We are considering the possibility of removing one of the current members. The bylaws specify that any vote normally requiring a 2/3 vote requires a 5/6 vote (5 of the 6 officers). Would the vote to remove a member require a 2/3 vote, therefore requiring 5 votes in our instance, or would it require a majority vote, 4 votes in this instance?