Passing a board's motion

[Guest RuthL]

I live in a 55+ co-op in Florida, where we have recently run into a problem for which we have gotten nothing but conflicting opinions

 

1) Our By-laws state that our board should consist of seven directors, but recently several directors resigned because of political issues. We now have FOUR directors.

 

2) Our by-laws state " A majority of the whole membership of the Board of Directors shall constitute a quorum for the transaction of any and all business but if at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting."

 

 

Therefore:

 

- In order to hold a board meeting, do we need a majority of FOUR or a majority of SEVEN?

 

- If four board members are present at a meeting of the board, how many "yes" votes are needed to pass a motion?  

 

 

There's nothing else on this subject in either our documents or the Florida statutes.

 

 

Thank you for your consideration!

[Edgar Guest]

In order to hold a board meeting, do we need a majority of FOUR or a majority of SEVEN?

You can (and should) hold a scheduled meeting without a quorum but you can't do very much at the meeting without a quorum. If your board currently consists of four members then a majority of the membership of the board would be three members. 

 

If four board members are present at a meeting of the board, how many "yes" votes are needed to pass a motion?

A vote of 1-0 would be enough to adopt most motions. Don't confuse the quorum requirement (the number of members who must be present) with the voting requirement.

[Richard Brown]

 

- In order to hold a board meeting, do we need a majority of FOUR or a majority of SEVEN?

 

- If four board members are present at a meeting of the board, how many "yes" votes are needed to pass a motion?  

 

Just to be sure your two specific questions were answered:

 

If you currently have four board members, a quorum would be three.

 

If four board members are present and voting, you would need three yes votes to pass a motion, i.e., a vote of 3 to 1.

 

But, if only three of them actually voted, it would take only two votes to pass a motion, unless your bylaw require a majority of the members present rather than a majority vote.  a vote of 2 to 1 is a majority vote.

 

If only one of them voted, and that one person voted yes, the motion would still pass (unless your bylaws say differently)  a vote of 1 to 0 is still a majority vote.

 

As Mr. Guest said, don't confuse the quorum requirement with the vote requirement.

[Guest RuthL]

Thank you for your responses, Mr. Guest and Mr. Brown. It's not that we're confusing the quorum requirement with the vote requirement. It's that the vote requirement isn't stated anywhere in our documents.

 

OK then, supposing there are four board members present, one voted yes and three abstained. What would be the outcome? Why? 

[Kim Goldsworthy]

supposing there are four board members present, one voted yes and three abstained.

What would be the outcome? Why? 

Tally:

1 affirmative.

0 negative.

 

If Robert's Rules of Order's default rule for "majority vote" applies, then the motion is adopted.

 

Why?

It is adopted because "more than half" of the votes cast (one) were in the affirmative.

1 out of 1 is 100% of the votes cast.

You only need a fraction over 50% of the votes cast for adoption, i.e., "more than half" of the votes cast.

[Richard Brown]

OK then, supposing there are four board members present, one voted yes and three abstained. What would be the outcome? Why? 

 

The motion passes.  The vote was 1 to 0, a majority (and  100 percent of) those present and voting, which is what a majority vote means.  You can even go so far as to say it was unanimous if you want to, although RONR shies away from using the word in that context.

 

Here is the definition of "majority vote" from page 400 of RONR:

"Majority Vote—the Basic Requirement

As stated on page 4, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means "more than half"; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting."

 

Edited to add:  This is the definition of majority vote from page 4 of RONR:

"The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval—implying assumption of responsibility for the act—must be registered by more than half of the members present and voting on the particular matter, in a regular or properly called meeting of the body (see also pp. 400–401)"

 

Abstentions are not votes.  You ignore them.  It is as if they do not exist. They don't count for or against anything.  "To abstain means to not vote at all."  RONR page 45.

[Guest RuthL]

Thank you all for your replies and for pointing out that in the absence of any other definitions elsewhere, it is the definition of majority vote of RONR that would apply.