Removal of VP - Does Removed Person Get a Vote for the Required 2/3 vote?

[Guest ExtraJuicy]

Section 10. REMOVAL.  The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions.

There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote).

PERSON 1- YES

PERSON 2 - YES

PERSON 3, PREZ - YES

PERSON 4 - NO

PERSON 5 - NO

PERSON 6 - YES

PERSON 7 ("Tom" being removed) - NO

Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well.

What does everyone think?

[Hieu H. Huynh]

See FAQ #9.

[Gary Novosielski]

On 1/25/2017 at 11:39 AM, Guest ExtraJuicy said:

Section 10. REMOVAL.  The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions.

There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote).

PERSON 1- YES

PERSON 2 - YES

PERSON 3, PREZ - YES

PERSON 4 - NO

PERSON 5 - NO

PERSON 6 - YES

PERSON 7 ("Tom" being removed) - NO

Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well.

What does everyone think?

I think Tom was foolish not to vote.  Until his right to vote is removed by discipline (which had not yet happened) he retains that right.

If he was prevented from voting, rather than abstaining voluntarily, then the result of the vote is null and void.  If he simply abstained, then the vote is apparently correcgt.

 

[Guest Who's Coming to Dinner]

On 1/25/2017 at 8:39 AM, Guest ExtraJuicy said:

Section 10. REMOVAL.  The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions.

Is a two-thirds vote of the entire board the same thing as a vote of two-thirds of the entire board?

[Gary Novosielski]

19 minutes ago, Guest Who's Coming to Dinner said:

Is a two-thirds vote of the entire board the same thing as a vote of two-thirds of the entire board?

I'd say the latter is clearly a vote that requires 2/3 of the entire board whether present, or voting, or not.

The former is unclearly worded and ambiguous.  I lean toward considering it as an ordinary 2/3 vote, specifying, arguably without necessity, the body in which the vote takes place.  However it can be argued that bylaws language should always be presumed to be there for a reason rather than for no reason.  What that reason might be, however, remains unclear.  Other things might be argued just as well.  One interpretation is that a normal 2/3 vote is needed, but the entire board must be present for the vote.  

Unclear language should be replaced with clear language so that we don't have to guess.

Edited January 26, 2017 at 10:41 PM by Gary Novosielski

[Dan Honemann]

14 minutes ago, Guest Who's Coming to Dinner said:

Is a two-thirds vote of the entire board the same thing as a vote of two-thirds of the entire board?

 

1 minute ago, Gary Novosielski said:

I'd say the latter is clearly a vote that requires 2/3 of the entire board whether present, or voting, or not.

The former is unclearly worded and ambiguous.

"A two-thirds vote of the board" may be ambiguous. "A two-thirds vote of the entire board" may also be ambiguous, but it is slightly less so. 

[Richard Brown]

7 hours ago, Daniel H. Honemann said:

 

"A two-thirds vote of the board" may be ambiguous. "A two-thirds vote of the entire board" may also be ambiguous, but it is slightly less so. 

I would say it is significantly less ambiguous, so much so , in fact, as to hardly be ambiguous at all. It is still, however, less clear than the wording suggested (with good reason ) by RONR.