Quorum vs. votes

[Guest Micia]

At a recent meeting where a vote was taken by the Board of Directors of an Association there were 8 members present which constituted a quorum. Two of the members do not have a vote by virtue of their office: Chairperson (who is VP by in the position of chair because the President elect died), and the past president who also does not have a vote. Therefore, only 6 members voted on an issue. My question is how is a simple or 2/3 majority decided on - based on the 6 people eligible to vote or the 8 people (two without a vote) who were present? It seems strange to me that 2 non-voters could have a huge impact on the outcome of a vote which in this case was a serious one - the reinstatement of a board member after an automatyic suspension for missing some board meetings. The Board argued that quorum was 8 despite the fact that 2 people could not vote and that the majority would be calulated based on 8 people present, not the 6 people voting? Which is correct?

Cheers, and thanks

[Trina]

Majority vote or two-thirds vote is normally viewed as a proportion of those members who are present and voting (this is the default definition in RONR). Extra people who are present and do not vote (for whatever reason) have no effect on vote outcomes. Do your bylaws specifically define votes in terms of the number of members present?

[David A Foulkes]

A "quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted." (RONR 11th ed., p. 345 ll. 3-5, emphasis added)

A "member ....is a person entitled to full participation in its proceedings, that is, ... the right to attend meetings, to make motions, to speak in debate, and to vote." (RONR 11th ed., p. 3 ll. 1-5, emphasis added)

I question whether your VP and past president counted towards the quorum.

Why does the VP not have a vote? And do you not have a President, or was he absent from the meeting? And is the past president defined in the bylaws as an ex-officio board member? And do the bylaws say he can't vote?

[Micia]

Our By-laws state the President shall move or second a motion or vote, but may exercise a casting vote. In this case, our President died leaving the VP to take the chair. This VP has declined numerous requests for a SGM to fill the vacancy by vote and has assumed the duties of President therefore is acting in her role of VP. AS I write this, it leads me to wonder whether she should or could act as VP while also being in the position of chair.

The By-Laws state that the past president shall be a non-voting member ex-officio of the Board. At all Board meetings of the Association, representation from fifty percent of the officers and directors, plus one, shall constitute a Quorum (so should the Past President ever count in a quorum?). Our By-Laws do not indicate otherwise who votes at board meetings.

[Guest Edgar]

In this case, our President died leaving the VP to take the chair.

The moment your president died, your vice-president became your president (and ceased being your vice-president).

[David A Foulkes]

... the President elect died...

... our President died...

Which was it? Or was it both? In which case I'd suggest the VP resign asap.

[Micia]

The President of our association died a few months after being elected - so yes, the president elect. Our bylaws state that the VP takes over those duties upon a vacancy but I believe RONR states that she should be referred to as the Chair, not the President. In any event, she has been acting as the President and in the events described above did not vote. However, when questionned as a how the votes were calculated, she stated that she and the Past President were included in the quorum making it 8 and that although they did not vote, (6 did) she has stated that 8 was the number upon which a majority vote was calculated. I believe the majority should have been calculated on the 6 that were present and eligble to vote.

[Josh Martin]

Our bylaws state that the VP takes over those duties upon a vacancy but I believe RONR states that she should be referred to as the Chair, not the President.

I'll leave it up to your association to interpret whether the clause in your Bylaws really means that the VP does not become President (although I would take a close look at your Bylaws and RONR, 11th ed., pg. 458, lines 8-13 before coming to that conclusion). Even if you're correct, however, the VP is referred to as "President" while presiding (RONR, 11th ed., pg. 23, lines 5-6)

In any event, she has been acting as the President and in the events described above did not vote. However, when questionned as a how the votes were calculated, she stated that she and the Past President were included in the quorum making it 8 and that although they did not vote, (6 did) she has stated that 8 was the number upon which a majority vote was calculated. I believe the majority should have been calculated on the 6 that were present and eligble to vote.

Unless your rules suggest otherwise, the basic threshold for adoption is a majority of the members present and voting (not simply those eligible to vote). In the example provided, six members voted, a majority of which is four.

It's ultimately up to your organization to interpret its own Bylaws, and there appears to be some ambiguity in your quorum requirement. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

It's important to remember, however, that the quorum and the threshold for voting are two different things. The quorum is the minimum number of members that must be present for business to be transacted. The voting threshold is the proportion of members that must vote in favor of a proposition for it to be adopted. Your ambiguous quorum rule notwithstanding, the voting threshold for most motions is a majority of the members present and voting unless your rules state otherwise.

[Micia]

I hate to pick at this but ... if two people are present but don't vote, then they are not present and voting. Other opinions? The problem lies at the Board level. It is small and when only 8 people show up, this difference becomes significant and a majority very difficult to achieve. At the membership meetings where there is approximately 140 members, it is less significant.

[Trina]

I hate to pick at this but ... if two people are present but don't vote, then they are not present and voting. Other opinions? The problem lies at the Board level. It is small and when only 8 people show up, this difference becomes significant and a majority very difficult to achieve. At the membership meetings where there is approximately 140 members, it is less significant.

As was pointed out in post #2:

Majority vote or two-thirds vote is normally viewed as a proportion of those members who are present and voting (this is the default definition in RONR). Extra people who are present and do not vote (for whatever reason) have no effect on vote outcomes.

and as Mr. Martin said most recently:

Unless your rules suggest otherwise, the basic threshold for adoption is a majority of the members present and voting (not simply those eligible to vote).

So, do your rules say otherwise? You still haven't answered that fundamental question.

If they don't, the presence of those two extra (non-voting) people makes no difference to vote outcomes. Nor does the presence of any of the voting members who may choose to abstain on a particular vote.

[David A Foulkes]

I hate to pick at this but ... if two people are present but don't vote, then they are not present and voting.

You are exactly correct! But let's look at what this means. For an unqualified* majority vote, if 8 are present and 2 do not vote and the other 6 do, the majority (i.e more than half, being 3) of those present and voting is 4. Whether those 2 non-voters abstain, or do not have a vote per the rules, is meaningless. Of those present and voting, a majority in this case is 4.

*A qualified majority vote would be, for instance, a majority of the members present, or a majority of the entire membership. In the former, it is not just about being present and voting, but being present at all. In this case, if you aren't present, you don't count at all. In the latter, it isn't even about being present. If you're a member of the assembly that is meeting, you count in the total as required to determine if a majority was reached in the vote. Either of these conditions may skew the voting threshold above the unqualified majority vote, which is all most motions require. Exceptions to this are found in RONR, but can also be found in your rules, and thus the question remains - what do your rules say, if anything, as it pertains to your issue?

Maybe one day we'll also discuss whether the Board is even authorized to reinstate an automatically suspended member.

[Guest micia]

Thanks David and to all who have replied, your perspectives have been greatly helpful. Our By-Laws do not contain much regarding voting. They state the the Past President is ex-officio and doesn't vote and that the President may cast a deciding vote. The only other references to voting detail who can vote at an annual general meeting of the assembly and I am concerned here with votes at the board level. The By-Laws also specify when a 2/3 majority is required; my assumption is that where 2/3 majority is not specified in a By-law, that a simple majorityis sufficient.

David, with regards to suspension, I also believe the board followed the required process in error. There are two sequential by-laws that related to suspending someone from the board. The first says that if a board member misses 3 board meetings then they are automatically suspended from duties and this is reviewed at the next board meeting for re-instatement (no requirement for a 2/3 vote). If the member is not re-instated, then the rule for suspension is initiated, starting with a notice of suspension to the board and member, then by a 2/3 vote at the next board meeting. In this case, the member was automatically suspended, no review was conducted and the board member had no opportunity to address the board, it seems the board simply moved right along to suspension. So now there is that mess to deal with.

[Josh Martin]

The By-Laws also specify when a 2/3 majority is required; my assumption is that where 2/3 majority is not specified in a By-law, that a simple majorityis sufficient.

Well, the term "simple majority" is frowned upon here, but otherwise I think you have it right. In cases where the Bylaws are silent, the default in RONR is controlling - which is a majority of the members present and voting.