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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. 

 

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Unfortunately, your bylaws phrasing of the vote requirement ("2/3 majority vote of the BOD") does not match any of the standard and well defined definitions of vote requirements found on page 400ff.

This leaves you with the chore (to be undertaken by your association) to resolve what your phrasing "really" means and (one can only hope) fix your bylaws to avoid ambiguities in the future.

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It might...  but then why do the bylaws include the words "of the BOD"?  See RONR p. 589, lines 34ff.

(Not to mention "2/3 majority" as a misleading combination of words.  For mathematicians "2/3 majority" computes out to "more than 2/6" or more than 1/3.)

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It is ultimately up to the society to interpret this rule for itself, but I personally believe that it means simply a two-thirds vote of those present and voting. Any rule that purports to change that standard RONR definition of a two thirds vote should be clear and unambiguous.

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