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Quorum & Voting


Guest John M

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An NPO has seven directors.  Three directors (single vote directors) each have one vote.  Four directors each have one half a vote.

 

Bylaw language follows:  "At all meetings of the Board the presence of directors (single vote) holding a majority of the voting power on the Board shall constitute a quorum for the transaction of business, and a majority of the votes present at a meeting at which is established shall constitute the decision of the Board,.....A meeting at which a quorum is initially present may continue to transact business, not withstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting."

 

Question:  If all the single vote directors (3) recuse themselves due to a conflict of interest, can business be conducted on the issue and if so, how many votes would be required? 

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This is a bylaws interpretation question which will be up to you, your association, and the author of the bylaws (if you can find him) to decipher.   We do RONR which is quite enough, thank you, not association bylaws.  What your bylaws "really mean" is up to your association (not just the board and not us here at all) to figure out - see p. 588 ff.)

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Well, we're not supposed to interpret bylaws here (we have enough trouble interpreting RONR!) but "recusal" has no meaning in RONR-Land. You can only affect a quorum by leaving the meeting room. If by "recusal" you mean not voting but remaining, the quorum will be unaffected.

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Since the board apparently (?) already deals in 1/2 votes, let the single vote directors 'abscuse' (that's a merger of abstain and recuse) by each casting his/her single vote 1/2 for and 1/2 against whatever motions come up....  (a little levity, and needless to say not to be taken seriously)

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