Majority Vote

[Guest John M]

We are a private nonprofit club.

Bylaw language is:

"C. The Board (upon a majority vote) may censure, suspend, expel or terminate a member from the club.........."

The Board has 10 positions with 9 currently filled.

At a recent Board Meeting a vote to expel was Aye 4 nay 2 with one abstaining and 7 Board members present.

What majority is required? A majority of 10, 9, or members present? There is no clarification in the bylaws.

[Sean Hunt]

What majority is required? A majority of 10, 9, or members present? There is no clarification in the bylaws.

With no additional qualifiers, a majority vote is a majority of those present and voting. The motion passed, although you might want to read Chapter XX of RONR and either remove that section from the bylaws entirely or at least reduce its scope; its potential for abuse is very high.

[Tim Wynn]

We are a private nonprofit club.

Bylaw language is:

"C. The Board (upon a majority vote) may censure, suspend, expel or terminate a member from the club.........."

The Board has 10 positions with 9 currently filled.

At a recent Board Meeting a vote to expel was Aye 4 nay 2 with one abstaining and 7 Board members present.

What majority is required? A majority of 10, 9, or members present? There is no clarification in the bylaws.

None of those is the basis for determining the result of a majority vote. It is more than half of the votes cast. Those not voting do not count. See RONR(10th ed.), p. 387, l. 7-13.

[Josh Martin]

What majority is required? A majority of 10, 9, or members present?

None of the above. In the unqualified form, a majority vote is a majority of the members present and voting. In the example provided, the motion received a majority vote, although at this point, the result is whatever was declared by the chair.

The motion passed...

Well, it should have passed, but the chair's declaration is what counts. See Official Interpretation 2006-18.