Marcia Rogish

Our Board bylaws say”the Board May fill vacancies by majority vote” it goes on to say in another section called manner of acting, “Majority vote. Except as otherwise required by law, in these Bylaws , the act of the majority of the directors present at the meeting at which a quorum is present shall be the act of the Board.” our bylaws also state that “The conduct of all meetings of the membership shall be in accordance with Roberts Rules of Order.” since it doesn’t directly address the issue of abstentions, would we default to RR of O and assume it’s a majority of those actually voting?

On a volunteer Board of ten people, a motion was made to fill a vacancy. The board normally has 11 people, there was then one resignation. The motion to fill the seat had 5 Yays, 3 nays and 2 abstentions. Is the required majority a majority of the ten members present? Or is it a majority of the 8 people voting? thank you!