One short for a quorum to vote at board meeting.

[Guest Parliamentarian]

An special board meeting was called but not all elected Board members could attend.  We were one short for a quorum to vote on an event to take place - 6 voted yes, needed 7.  Minutes and discussion were sent to 5 board members not in attendance.  Can they vote even though they were not at the meeting?  There is nothing in our bylaws about electronic voting.  We are on a tight time schedule - if all agree to accept these votes, is it ok?

 

 

[Kim Goldsworthy]

 

Can they vote even though they were not at the meeting?  

 

No.

 

You might consider this as a work-around.

If there is enough political support for the "event", then go ahead and vote, even wihout a quorum, to approve the holding of your event.

Then, next meeting, when there is a quorum present, RATIFY THE ACTION.

This is risky.

But if there is popular support, then there should be no problem.

[Timothy]

It is interesting that you say you didn't have a quorum, since you had six votes but there were five members absent. It appears there was a majority of the members there, which is generally what a quorum is. And generally, you need a majority of the members present, as long as you have a quorum, for the motion to pass. This implies that you have some rules that we know nothing about, so we may need more information to be helpful. For all I know, you may have a a rule that would allow one of the five to vote, but we would know nothing about that.

[Richard Brown]

I agree with Timothy.  Something is missing here.  It looks to me like the board has 11 members, with 6 being present and voting yes and 5 being absent.  Unless they have some kind of special quorum or voting rules, or the original poster left something out, it looks to me like a quorum was present and the motion passed on a 6 - 0 vote. 

 

btw, as another work around, you should be able to call a special meeting if your bylaws allow it.

 

What are we missing here?

[Guest Guest]

Our bylaws states 7 is a quorum for voting at board meetings.  It doesn't say anything about special board meetings - can we work around this with a majority vote?  The motion was approved by 6.  The President didn't vote - could he?

 

If all elected board members agree, we're going with the event and ratify as suggested at the regular board meeting in 12 days.  Will this work? 

[Dan Honemann]

It seems to be entirely possible that you are confusing a rule specifying the vote required for the adoption of a motion with a rule specifying  the number of members constituting a quorum.

[Edgar Guest]

The motion was approved by 6.  The President didn't vote . . . 

 

So there were seven members present? And the motion was adopted by a vote of 6-0?

[Richard Brown]

Guest Guest, you are not giving us enough information.  I'm thoroughly confused.

 

1.  is the president a member of the board?

2.  How many people are on the board?   Include the president if he's a member, don't include him if he's not, and tell us whether your count includes him.

3.  How many members were present at that meeting?

4.  Do your bylaws contain a special provision re when the president votes?

5.  What, exactly, do your bylaws say constitutes a quorum for conducting business?

6.  What, if anything, do your bylaws say about the vote required to adopt something?

 

Unless your bylaws limit the right of the president to vote, he has the right to vote just like any other member.  Whether he normally should vote depends on other factors, but he always has the right to vote unless your bylaws provide otherwise.  Unless you have a rule to the contrary, he usually DOES vote whenever his vote will affect the result.  He can vote to create a tie as well as to break a tie.  He can vote to create or break a two-thirds vote.  And if you have a provision that requires the affirmative vote of 7 members in order to adopt something, and there are only 6 votes without his vote, then if his vote would make the 7th yes vote, he can vote.

 

I'm using the term "can vote" rather loosely, because under RONR he always has the RIGHT to vote, but often does not vote to preserve the appearance of impartiality.  Other rules which I'm not getting into now come into play as to when he normally does vote.

 

And unless your bylaws say otherwise, a majority vote of those members present and voting is what is required for a motion to pass, assuming the presence of a quorum.  You ignore abstentions.

[Gary Novosielski]

Under the rules of RONR, if you have a majority of your members present, you can conduct business.  You apparently did, since at least 6 were present and only 5 were absent.

 

At that point, a majority vote is all that is required to pass a typical motion--i.e., more Yes votes than No votes.  A 6-0 vote clearly meets that criterion.  In fact, it would not be incorrect to call it a unanimous vote.

 

Now, if your quorum was, in fact 7 for some reason (known only to those who have read your bylaws) and if 7 members were present (assuming your president) is a member, then a 6-0 vote is still plenty to pass a motion.  In fact, unless there is some rule of yours (known only to those who have read your bylaws) that says otherwise, a 1-0 vote would be enough to pass a motion, presuming 6 of the 7 abstained from voting.