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FAQ 6


Guest James B Clayton

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Guest James B Clayton

Edgar,

 

Your post #6 helped me understand that the term "majority vote" is the default "present and voting" as defined in RONR (11th ed) p400 II. 7-12.

 

The informative post also revealed that expanding the term into "majority vote of the remaining directors" gives it a different meaning.

 

I understand and concur with all of that. However, I don't understand why adding the phrase "of the remaining directors" takes the result out of the realm of "majority vote" and transforms it into an "affirmation vote of the majority of directors."

 

RONR (11thed.) p. 402 II. 21-36, permits prescribing other sets of members to which the concept of majority vote applied by adding to "majority vote" phrases that qualify number of members present, the total membership or some other grouping.

 

Please clarify why adding the phrase "of the remaining directors" and its result "majority vote of the remaining directors" is an "affirmative vote" rather than a qualified "majority vote" as allowed under RONR.

 

Thanks

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The informative post also revealed that expanding the term into "majority vote of the remaining directors" gives it a different meaning.

Well, the problem is that it gives it an ambiguous meaning. It's kind of like the questions we often get about "non-voting members". In RONR-speak, members, by definition, can vote. A non-voting member is not an "expansion" of the term, it borders on being an oxymoron.

 

However, I don't understand why adding the phrase "of the remaining directors" takes the result out of the realm of "majority vote" and transforms it into an "affirmation vote of the majority of directors."

Again, the added phrase renders the voting requirement ambiguous, as previously noted and as evidenced by your need to provide not one but two examples. What those examples describe is the affirmative (e.g. "yes") vote of a majority of the directors, hence my suggestion that that is what you should put in your bylaws. No examples needed.

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