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Is this vote valid?


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We have a 7 member board. Our by-laws state a quorum is a majority of appointed members, which is 4.  A motion requires a simple majority to pass. The by-laws do not state if the simple majority must be those present or of the full board.  In this instance, all members happened to be present. Here is the vote: 4 abstained (3 for perceived conflict of interest & 1 with no conflict who chose not to vote), 2 voted yes, & 1 voted no.  The board president declared that the motion passed. Is she correct?

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