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Did we have a quorum/enough to decide?


Guest Kathy

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Seven person board of directors but two were absent. Monthly board meeting with five directors (again 5 out of 7) present.

 

Bylaws state "A majority of the Directors shall constitute a quorum of the Board."

 

We had to make a decision regarding the eligibility of a candidate for our upcoming July yearly elections for the board of directors. This eligibilty issue (decision whether the candidate met the requirements was brought to us by the election committee), needed to be done at this June meeting.

 

Two of the board members that were present were also running for re-election. So when it came time to discuss and vote on the eligibility issue with the third candidate, the two board members running for re-election recused.

 

So that meant we had 3 out of 5 board members present vote on the issue. However it was only 3 out of the total 7 person board that voted.

 

We obviously had enough board members present to meet quorum for the meeting, but did we lose the quorum when the two directors recused, or are we good because a "majority" of those directors present still voted on the issue? Thank you.

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Maybe. 

 

If "recused" means that the two other candidates actually got up and left the meeting, then you did not have a quorum present, after they left.

 

But if the two just refrained from discussion and voting  --  abstained  --  but stayed in the meeting place/room, then you did have a quorum present.

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Five out of seven were present in the room  --  fine.  A quorum was present.

 

The two could have voted (I presume nobody was sitting on them, or anything) but chose not to of their own free will.

 

"Recused" is not defined or used in RONR; if your bylaws give it some special meaning that could influence the determination of a quorum, then those rules will prevail.

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Thank you for your information No mention of "recusal" in our bylaws. Perhaps the board is confused on the definitions of the use of recusal vs abstain.

 

It is our current boards understanding that a "recusal" is if you have a conflict, you recuse where as an "abstention" is just "I don't want to vote on this issue". It is also our boards understanding that to "abstain" is actually a no vote? (Not sure if this assumption is correct). The board very rarely uses either.

 

Our bylaws do include:
 

"If any Member of the Board of Directors should have a conflict of interest with an item, he/she must withdraw from the discussion and abstain from voting on said item. If a question of conflict of interest arises, it shall be resolved by a majority vote of
the Board of Directors if necessary."

 

It was decided by the 3 board members present (not running for re-election) that the two board members who are running for re-election should not participate in discussion or voting. That is what left them with the only three could vote situation. The two that are running for re-election did remain the entire meeting and did observe but did not participate in the discussion regarding the eligibility topic. Thank you again, Kathy

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Without an explicit definition of what a "conflict of interest" means  (there is none such in RONR) it all seems that it was a purely voluntary "recusal" (=abstention) so all is well.

 

An abstention is NOT a "no" vote - it is not a "vote" at all.

 

Setting aside any quorum questions, an abstention has just the same effect on the outcome of a vote as if the person hadn't even come to the meeting at all:  i.e., no effect.

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Although I question the wisdom of some of your rules/procedures, the three board members who did (presumably) vote had full authority do decide on the qualifications of the prospective candidates under discussion.  Even if two out of those three abstained and only one voted, the vote of 1 to 0 would be a majority vote.

 

An abstention and a recusal are essentially the same thing.  An abstention is not a "no" vote.  It is not a vote at all.  There are some situations where an abstention can have the effect of a no vote, such as when the vote required is a majority of the members present, rather than of the members present and voting, but it is still not a vote and is ignored.

 

Edited to add:  One of the things I question is your board deciding on the eligibility of candidates. Do your bylaws actually give the board that authority?  If not, the board has no authority to do that.

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Thank you for the information, and thank you for raising the question of the board deciding on the eligibility of the candidates.

 

The nominating committee seeks out candidates, determines the eligibility of the candidates, and then presents it's information and recommendations (regarding if a candidate is eligible or not) to the board. The board then votes based on the nominating committees recommendations. I might ad that the nominating committee is also the election committee.

 

They establish the procedures for the election and the process to determine if the candidate is eligible (based on what our bylaws say the criteria is such as a member in good standing, not delinquent in dues, candidates name submitted by the deadline indicated in our bylaws, etc.)

 

I might ad that they are the ones who determined one candidate was not eligible, and recommended to the board that the candidate "should not be approved" to be on the ballet.

 

I question if the implementation of some procedures or criteria that are in an "election policy" drawn up by the nominating/election committee but are not actually in our bylaws are even valid? I believe that is the same concern you have (Richard)?

 

Again, the committee makes the determination, submits their recommendation to the board, and the board votes on it based on their recommendation. If this is wrong, then I am interested in hearing how it should be done. K

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Seven person board of directors but two were absent. Monthly board meeting with five directors (again 5 out of 7) present.

 

Bylaws state "A majority of the Directors shall constitute a quorum of the Board."

 

We had to make a decision regarding the eligibility of a candidate for our upcoming July yearly elections for the board of directors. This eligibilty issue (decision whether the candidate met the requirements was brought to us by the election committee), needed to be done at this June meeting.

 

Two of the board members that were present were also running for re-election. So when it came time to discuss and vote on the eligibility issue with the third candidate, the two board members running for re-election recused.

 

So that meant we had 3 out of 5 board members present vote on the issue. However it was only 3 out of the total 7 person board that voted.

 

We obviously had enough board members present to meet quorum for the meeting, but did we lose the quorum when the two directors recused, or are we good because a "majority" of those directors present still voted on the issue? Thank you.

 

Unless your bylaws have some rule about voting that trumps RONR, decisions are made by a majority of those present and voting, where a quorum is present.  You clearly had a quorum present,  

 

That said, those who chose to abstain were, by definition,  not voting, so three were both present and (presumably) voting.  Where three people vote, two votes are a majority, and sufficient to pass a motion.

 

For that matter, a 1-0 vote would do it, if everyone else abstained.

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