President unhappy with some of the new board members

[Guest Jan Cousins]

The CEO of our non-profit is unhappy with the ideas and push coming from some of our new board members including the new Chairman of the Board. The CEO is now saying that the three new members should not be on the board for reasons of conflicts of interest. Another board member said that these issues were looked into before voting to ask these three people

to join the board. Our by-laws say that it takes a 2/3 majority vote of the entire board to remove or add a member. Our board has 8 members. Does this mean that it would take a vote of 6 to add or remove someone, and can the person in question vote for themselves. The CEO is bringing a attorney to do a "seminar" for us telling what a non-profit board should and should not do. Of course the CEO is a member of our board and has two friends he got on the board, so the number of votes becomes important.

[jstackpo]

"2/3 majority vote" is a very non-standard way of phrasing the necessary vote threshold. I presume you really mean "two-thirds vote", but things now get worse.

"a 2/3 [majority] vote of the entire board" is an ambiguous phrase and not found in RONR. See p. 401-403.

Do you mean a "vote of 2/3 of the Board" or a "2/3 vote of the Board members present and voting"?

Could be quite different. See p. 588 for how to resolve this.

[Guest Edgar]

Our by-laws say that it takes a 2/3 majority vote of the entire board to remove or add a member.

Are you paraphrasing? Reciting from memory? The exact language in the bylaws is important.

[jstackpo]

Here is an explanation of the "ambiguity"...

Here's the ambiguity as concisely as I can formulate it: -- "majority vote of the members present"

1) "of the members present" is clearly superfluous -- who else can vote but the members who are at the meeting? Hence the phrase just means "majority vote" - more than half the votes cast.

However...

2) RONR p. 589-90: "There is a presumption that nothing has been placed in the bylaws without some reason for it." The only good reason (clearly introducing a superfluous redundancy is not a good reason) to include "of the members present" is to require the basis for the majority calculation ("more than half of what?") to be the members present at the meeting. So the phrase means "a vote of the majority of the members present." (RONR, p. 403).

Obviously you can replace "majority" with "two-thirds" in the explanation and "the Board" for "members present" and things will fit your question.

Take your pick, and then amend the bylaws.

[Guest Jan Cousins]

By-laws state "... require a two-thirds majority vote of the full Board." This is for approval of a new member (director) or removal of a director.

[jstackpo]

This, I fear, doesn't resolve your ambiguity.

If you want to get mathematical, "a 2/3 majority" is two-thirds of more than half, or more than 1/3. I don't think that was the intent of the bylaw writers but their intent about the "Full Board" isn't all that clear either.

[Rev Ed]

The only questions I have are

1) What do the By-laws state about the total number of Board members? Is the eight members you have or do you have vacancies.

2) How is the CEO a member of the Board? Is the person an ex-officio member (with or without restrictions) or does the person essentially wear two hats - being the CEO and a Board member.

The Board can, by majority vote, decide whether or not the attorney can be present at a meeting to give this seminar. The Board does not have to allow it, or even listen to anything the attorney says.

As for the "2/3 majority vote of the entire Board", this is clear to me. If the By-laws call for eight members, then a vote of at least 2/3 of those eight members must occur for removal to occur (i.e. at least 6 members.) If the By-laws call for more than eight members, then those vacancies essentially end up being no votes as the entire Board must vote and a vacant vote cannot vote yes.

[Guest Edgar]

If you want to get mathematical, "a 2/3 majority" is two-thirds of more than half, or more than 1/3.

With all due respect, that's not mathematical at all.

There are an infinite number of "majorities", ranging from the so-called "simple majority" (more than half) to an infinite number of "super majorities" (a lot more than half). A two-thirds majority is one of the latter. And everyone knows what it means.

In other words, "two-thirds" is an adjective (i.e. a modifier), not a multiplicand.

Whether "of the full board" muddies the water is another question.

[jstackpo]

I agree that the phrase "of the full Board" rather tips the balance toward "a vote of two-thirds of the membership of the full Board", but it sure would be better to use the latter phrase in bylaws.

But resolving the ambiguity is still up to the board itself, or the general membership at a regular meeting.

[Guest Jan Cousins]

The CEO according to the By-laws is a ex-officio member of the board and all committees. That is all it says. The By-laws say the Board of Directors will be no fewer than five and no more than twelve members.

[jstackpo]

The CEO, as an ex-officio member, has full participation rights (making motions, voting, raising points of order, or any of the 86 motions in the tinted pages) in any Board meeting.

With a range of Board members how do you know what is the "correct" membership? Who decides? How do you know if you have a vacancy (unless membership drops below five)?

[Trina]

The CEO of our non-profit is unhappy with the ideas and push coming from some of our new board members including the new Chairman of the Board. The CEO is now saying that the three new members should not be on the board for reasons of conflicts of interest. Another board member said that these issues were looked into before voting to ask these three people

to join the board. Our by-laws say that it takes a 2/3 majority vote of the entire board to remove or add a member. Our board has 8 members. Does this mean that it would take a vote of 6 to add or remove someone, and can the person in question vote for themselves. The CEO is bringing a attorney to do a "seminar" for us telling what a non-profit board should and should not do. Of course the CEO is a member of our board and has two friends he got on the board, so the number of votes becomes important.

By-laws state "... require a two-thirds majority vote of the full Board." This is for approval of a new member (director) or removal of a director.

Since this is not standard wording, RONR (11th ed.) pp. 588-591 -- principles of bylaws interpretation -- may help your group decide what is meant by the phrase. I'd say it's fairly likely that it was intended to mean two-thirds of the entire current membership of the board (and, as you say, with 8 members, you would need at least 6 votes to satisfy such a criterion). However, that's just a personal opinion, not an answer which can be backed up by a solid citation from RONR. The meaning of this language is ultimately for your group to decide. And once you figure it out, best to amend the bylaws to make the meaning clear in the future.

You haven't really said... is there actually disagreement over the meaning of this language within the group?

And, to answer one other question you asked, the person in question does have a right to vote, and cannot be compelled to refrain from voting. RONR does say that a member should not vote on a question in which he/she has a personal interest not shared with the other members, but that doesn't mean the member can properly be prevented from exercising his right to vote.

[Gary Novosielski]

The CEO of our non-profit is unhappy with the ideas and push coming from some of our new board members including the new Chairman of the Board. The CEO is now saying that the three new members should not be on the board for reasons of conflicts of interest. Another board member said that these issues were looked into before voting to ask these three people

to join the board. Our by-laws say that it takes a 2/3 majority vote of the entire board to remove or add a member. Our board has 8 members. Does this mean that it would take a vote of 6 to add or remove someone, and can the person in question vote for themselves. The CEO is bringing a attorney to do a "seminar" for us telling what a non-profit board should and should not do. Of course the CEO is a member of our board and has two friends he got on the board, so the number of votes becomes important.

It will require the exact wording in your bylaws to enable you to figure that out. A paraphrase won't do. And "a 2/3 majority vote of the entire board" is parliamentary gibberish.