Vacant director positions in vote percentage

[Guest Charlie A]

In our organization we have 18 possible votes for an item. President on votes in case of a tie (bylaws).

Currently 4 of our director positions are vacant. Do these vacant director positions still count toward a total of votes cast?

There is a 60% vote to pass.

Example 9 votes YES 5 directors not voting. 3 directors vacant.

I count the vote 9-0 64%

Thanks

Charlie A

[Guest Edgar]

I count the vote 9-0 64%

I count the vote 9-0 100%

[sMargaret]

Read your bylaws - when it gives information about that 60% required to pass, is that 60% of directors voting, 60% of directors present, or 60% of the total number of director positions? All these would give different answers.

[Guest Edgar]

Read your bylaws - when it gives information about that 60% required to pass, is that 60% of directors voting, 60% of directors present, or 60% of the total number of director positions? All these would give different answers.

If it's a "60% vote", as indicated, I'd interpret that the same way I'd interpret a majority vote or a two-thirds vote.

[David A Foulkes]

...18 possible votes....

Example 9 votes YES 5 directors not voting. 3 directors vacant.

9+5+3=17

I'd call for a recount.

I'd also say that a thorough review of your bylaws (which can't be done on this forum) might be necessary to determine exactly what voting threshold is required. In the "normal" situation (per RONR) where voting is calculated on the number of votes cast (9, in your offered example), a vote of 9-0 certainly would satisfy a 60% required threshold. You seem to be calculating it based on the number of filled Director positions. Such a requirement would need to come from your bylaws or other governing rules.

[Guest Charlie A]

The by-laws are non specfic just says 60% majority of the Board of Directors.

Probably should fix the language. But I guess the question is does a vacant position

count in figureing out the majority?

[Guest Edgar]

There is a 60% vote to pass.

The by-laws are non specfic just says 60% majority of the Board of Directors.

So far you have posted two different things, neither one of which, I suspect, is an exact and complete quote from your bylaws.

[David A Foulkes]

But I guess the question is does a vacant position

count in figureing out the majority?

Under RONR, such vacancies would not be counted. If you have an 18-position Board with 4 vacancies, and a voting threshold was a majority of the entire membership, that total would be 14, not 18, since the membership (the actual count of bodies, not positions) would total 14. 60% of 14 is 8.4, so your motions would require at least 8.4 votes in the affirmative to pass.

However, your rules take precedence over RONR (which more regularly deals with majority votes and 2/3 votes), and the typical threshold is of the votes cast. When your rules deviate from those RONR standards, it is up to the organization to interpret them and determine what the requirements are, such as is the 60% calculated against 14 or 18. Pages 588-591 offer some insights into bylaw interpretation.

[Guest Edgar]

. . . such as is the 60% calculated against 14 or 18.

Or 9.

[David A Foulkes]

Or 9.

Or 9, yes.

[Gary Novosielski]

In our organization we have 18 possible votes for an item. President on votes in case of a tie (bylaws).

Currently 4 of our director positions are vacant. Do these vacant director positions still count toward a total of votes cast?

There is a 60% vote to pass.

Example 9 votes YES 5 directors not voting. 3 directors vacant.

I count the vote 9-0 64%

Vacant positions are not members. People are members; empty chairs are not. And empty chairs do not cast votes. If the voting requirement is 60% of those present and voting, then a 9-0 vote would count as 100%, i.e., unanimous.

People who do not vote, either because they abstain from voting, or because they do not exist, don't count.