appointment of member to Board

[Guest Sue Cottling]

The Board of Directors voted to appoint someone to a vacant position. There were 4 members on the Board, and the Quorum was 3. The 4 were qualified to vote in the regularly scheduled meeting. A person was nominated and voted on as

follows: 2 AYE, 1 NAY, 1 ABSTAIN. Was the person appointed?

Our documents do not specify RONR as our guiding documents, although all our business is conducted by it. There is a disagreement over one By-Law, which says that, "If any vacancies occur...a majority of the directors then in office, though less than a quorum, may choose a successor."

Does the definition of "majority" in this case mean "voting majority," and does one person have the right to abstain from the vote? Did the Quorum of 3 actually elect the person to be appointed, or does that By-Law mean that 3 of the 4, or 75%, must vote for the person to appoint him?

[jstackpo]

I'd read that as more than half (a "majority") have to actually choose someone. Clearly more than half didn't choose. Not voting is not choosing.

So I'd conclude that you still have a vacancy.

But I'm not a member of your association; you guys have to decide -- see p. 588.

[Guest Edgar]

. . . does that By-Law mean that 3 of the 4, or 75%, must vote for the person to appoint him?

Well, it means that more than half must vote for the person and two is not more than half of four. But there's no reason to mention "75%". In fact, all four could vote for him and that would be 100% but there's no reason to mention "100%" either.

[Gary Novosielski]

But hang on a second. If we're saying that means that a majority of the full board is required to appoint, and if a quorum is a majority, then what can be the possible meaning of the language "though less than a quorum"?

The only way that a number less than a quorum could vote to appoint is if the meaning is NOT intended to be "a majority of the full board", but something like an ordinary majority vote. And if that is the case, then a 2-1 vote is sufficient.

That's a lot of "if's", but I'm leaning on the principle that language, if present, is there for a reason. If there's another possible reason, it's not coming to me at the moment.

[Guest Edgar]

. . . then what can be the possible meaning of the language "though less than a quorum"?

It may mean that the board can act to fill vacancies even if the number of vacancies makes it impossible to obtain a quorum. You'd still need a majority of the remaining members though the remaining members are "less than a quorum".

[sMargaret]

It may mean that the board can act to fill vacancies even if the number of vacancies makes it impossible to obtain a quorum. You'd still need a majority of the remaining members though the remaining members are "less than a quorum".

That would be my interpretation of it as well - it was set up in the attempt that less than a quorum can meet to appoint new board members.

It's a pity it doesn't read "If any vacancies occur...a majority (or plurality) of the directors then in office, and voting at the meeting, though less than a quorum, may choose a successor."

[Guest Edgar]

It's a pity it doesn't read "If any vacancies occur...a majority (or plurality) of the directors then in office, and voting at the meeting, though less than a quorum, may choose a successor."

Well, if there aren't enough members left to make a quorum, I think I'd at least want a majority of all the (few) remaining members, not just a majority of those voting. But of course that's up to each organization.

gubWgT

[g40]

It may mean that the board can act to fill vacancies even if the number of vacancies makes it impossible to obtain a quorum. You'd still need a majority of the remaining members though the remaining members are "less than a quorum".

This wording is actually a really good idea. I belong to a board that has similar wording in its bylaws. If your quorum is based on number of positions (not actual persons filling the positions) - and if the filling of board vacancies is done by the board, then you could be up a creek without a paddle if there were vacancies (deaths, resignations) such that a quorum could not be attained. With this (or similar) wording, the existing board members can meet and fill vacancies. Then, there would be sifficient board members to have a quorum for other business.

[tctheatc]

The Board of Directors voted to appoint someone to a vacant position. There were 4 members on the Board, and the Quorum was 3. The 4 were qualified to vote in the regularly scheduled meeting. A person was nominated and voted on as

follows: 2 AYE, 1 NAY, 1 ABSTAIN. Was the person appointed?

Our documents do not specify RONR as our guiding documents, although all our business is conducted by it. There is a disagreement over one By-Law, which says that, "If any vacancies occur...a majority of the directors then in office, though less than a quorum, may choose a successor."

Does the definition of "majority" in this case mean "voting majority," and does one person have the right to abstain from the vote? Did the Quorum of 3 actually elect the person to be appointed, or does that By-Law mean that 3 of the 4, or 75%, must vote for the person to appoint him?

They had a majority of the directors then in office; in fact they had 4 out of 4.

That majority of the directors then in office (4 of the 4) made the decision by voting 2 to 1 in favor.

There's another way of looking at it so as to muddy things further.

[Guest Edgar]

That majority of the directors then in office (4 of the 4) made the decision by voting 2 to 1 in favor.

I'm afraid that makes no sense at all.

[tctheatc]

well, that's what happens when one tries to play devil's advocate right after waking up after working a graveyard shift...

my bad.

[Gary c Tesser]

I'm afraid that makes no sense at all.

Posted Yesterday, 06:11 PM

well, that's what happens when one tries to play devil's advocate right after waking up after working a graveyard shift...

my bad.

Don't concede too early, TC. Guest Edgar, what doesn't make sense to you (re. Post 9)? It looks clear and cogent to me.

[Guest John Galland]

The majority then in office will vote for the candidate, but if one abstains, the remaining Quorum votes, does it not?

And when the Quorum votes 2 in favor and one against, is that a vote that carries in this case, does it not?

[Guest Edgar]

Guest Edgar, what doesn't make sense to you (re. Post 9)? It looks clear and cogent to me.

I was referring to the quoted excerpt . . . which, if clear, is far from cogent.

[Guest Edgar]

The majority then in office will vote for the candidate, but if one abstains, the remaining Quorum votes, does it not?

And when the Quorum votes 2 in favor and one against, is that a vote that carries in this case, does it not?

Quorums don't vote; members vote. If the motion in question requires only a majority vote, a vote of 2-1 will adopt it. If the motion requires the vote of a majority of the members (as you seem to have indicated), and there are four members, a vote of 2-1 will not adopt it.