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  1. 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.
  2. Hi all, Our board has adopted RONR as our rules of parliamentary procedure. At a recent meeting, a motion was made that required a two-thirds vote to pass. There was no objection to the passing of the motion and, following a properly made second, the Chair attempted to accept the motion by unanimous consent. While not disagreeing with the merits of the motion, a member raised a point of order that a two-thirds vote can only be passed by a roll-call vote that allows the votes of each individual member to be recorded. Is that true? Question: Can a two-thirds vote be passed by unanimous consent, if it is properly seconded, and there is no objection? Thanks! Any references to RONR are appreciated.
  3. I am wondering if there is an answer within RONR to address the potential for instability around close decisions, where a meeting often manages to achieve attendance by a majority within a membership. This can be the case for a board of directors more than a membership as a whole. Taking the case of a board of 11 where we suppose a totality meets ... Can 6 of 11 suffice to suspend rules (and take other actions) that would have required a vote of 2/3, except that the 6 can succeed on the grounds that they constitute a "majority of the board"? In other words, where 54% of a board manages to deny rights to the other 46%? By the same token, in a vote that went 6 to 5, can the next meeting see one equivocal member from the prevailing side reversing their vote to join the other 5 in reversing a policy that stands to be reversed yet again, at each successive meeting, with the other 10 powerless to stop such endless reversals based on the vote of a single individual?
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