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Voting/Abstentions


Guest Kaileee

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The existing by-law states that a majority of the members of the Board shall constitute quorum. A quorum and the vote of the majority will be such quorum.

Having said that... 6 people are in attendance and the vote is as follows:

3 ayes

1 nay

2 abstain

Does the motion pass?

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There are two issues here that are not related: the quorum, and the voting threshold. The quorum is the minimum number of voting members that must be present at the meeting in order to validly conduct business. Once the quorum is established, business goes on and motions are voted on. What you've "quoted" here is a bit confusing (to me, anyway), but regardless, we don't interpret bylaws on this forum, so you'll need to do that yourself (or rather, the membership will).

That said, most motion require only a majority vote of those present and voting. That is to say, abstentions don't count. So a vote of 3-1 would satisfy a majority vote, and the motion would pass. Some motions, either by their own rules (as found in RONR) or perhaps your own (as found in your bylaws), may require a higher threshold, such as a vote of the majority of the entire membership, or of the members present (whether they vote or not). In this latter case, a vote of the majority of members present (6) would require 4 affirmative votes to pass the motion. Whether this motion you refer to requires only a majority, or a majority of the members present (or of the entire membership) is not clear by what you've provided so far. But perhaps you can determine that now for yourself.

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Thank you. This is my whole problem, the by-law is not clear. There is certain business such as:

policy changes requires a Board majority (5)

Suspension of rules requires Unanimous

Previous question requires majority (it is then noted that Majority refers to the maority of trustees in attendance at the meeting)

Other than a few select and identified business - it is silent on present and voting

So based on "Majority refers to the maority of trustees in attendance at the meeting" would you agree that unless specifically noted "present and voting" that all other remaining motions would be passed on the majority of those in attendance. If you agree, then would you agree that the sample above would mean the motion was defeated?

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Let me say this (and hopefully avoid getting tossed into the bylaw-interpretation doghouse) -- RONR uses the phrase "a majority of the members present". In such a case, with 6 members present, a majority (i.e. more than half) would require 4 votes to adopt a motion. I'll leave it to you to decide if the phrase from RONR and the phrase from your bylaws are equivalent such that you can answer your second question for yourself.

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policy changes requires a Board majority (5)

Suspension of rules requires Unanimous

Previous question requires majority (it is then noted that Majority refers to the maority of trustees in attendance at the meeting)

While you are certainly free to establish any voting rules you want in your bylaws, you should be aware that RONR has well-defined voting thresholds for each of these actions. If your organization has adopted RONR as your parliamentary authority, you, collectively, might want to think about whether it is really necessary to change the time-tested voting requirements stipulated by RONR. Frequently, with bylaws, less is better.

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So based on "Majority refers to the maority of trustees in attendance at the meeting" would you agree that unless specifically noted "present and voting" that all other remaining motions would be passed on the majority of those in attendance.

Interpreting your Bylaws is beyond the scope of RONR and this forum. It is up to your society to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. As noted, the default in RONR is "a majority of the members present and voting." Since it seems you have a haphazard collection of voting rules in your Bylaws, I imagine it may be a challenge to determine what the default is for your society.

If you agree, then would you agree that the sample above would mean the motion was defeated?

If it is the case that the applicable voting threshold for the above scenario is "the majority of trustees in attendance at the meeting," then the motion would be lost. There are six trustees present in the scenario, a majority of which is four, and there were only three votes in the affirmative.

If this is not a hypothetical scenario, however, but a situation which has already happened, see Official Interpretation 2006-18.

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We are having a special board meeting on June 5 at 7pm. Charges have been filed against a board of director and we will be asking for his resigantion.If he declines and there is a vote taken to dismiss him from the board does he have the right to vote?

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We are having a special board meeting on June 5 at 7pm. Charges have been filed against a board of director and we will be asking for his resigantion.If he declines and there is a vote taken to dismiss him from the board does he have the right to vote?

You should look to the customized procedures in your Bylaws to answer this question. If you have no such procedures, then you should look at Ch. XX of RONR, and take note that the process may take much longer than you had anticipated - the procedure you have described is not consistent with RONR. The general rule is that while a member should not vote on a motion for which he has a personal or pecuniary interest not in common with other members, he cannot be compelled to abstain.

For future reference, this board works best when you post a new question as a new thread.

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