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How Can a Board Meeting Be Called by Means of a Majority Vote?


Guest Louise

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If in some hypothetical organization's bylaws, a Board meeting can be called by the President or by majority vote of the Board, then wouldn't that mean that the Board could only call a meeting at an actual meeting (since there would be no other place they could technically vote)?

Louise

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Yes, it would be better to say "a majority of the board" rather than a majority vote of the board, since votes can only occur at meetings. Language such as this is common for special meetings, and sometimes specifies that the request (demand) would be in writing, signed by a majority of board members and delivered to the secretary. I believe that even if it didn't, that would still be the default method. But your use of the word "vote" turns that into a problem.

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Yes, it would be better to say "a majority of the board" rather than a majority vote of the board, since votes can only occur at meetings. Language such as this is common for special meetings, and sometimes specifies that the request (demand) would be in writing, signed by a majority of board members and delivered to the secretary. I believe that even if it didn't, that would still be the default method. But your use of the word "vote" turns that into a problem.

Thank you, Mr. Novosielski and Mr. Tesser. (You see, I am coming to differentiate between you two more easily now. Clearly looking at the last names helps immensely.)

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