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Quorum


Guest Linda Lee

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Our Associations Board has 11 Directors. Our Bylaws say a quorum is 51 % of the directors.

The Board President appoints committee members. Some of our more important committees have only directors appointed to them. Our president is a non-voting member of all committees. If a committee has 6 Directors on it, and they brought a recommendation to the full Board for approval,it always get approved because the 6 directors that are on the committee always vote for it. Can they do this ?

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Maybe I'm misunderstanding.  If a committee has 6 members, it can pass a recommendation with 4 votes - there's no guarantee that the other 2 members will vote yes at the board meeting.  If it passes the committee with 6 votes, well, it's supported by a majority of the board.

 

Regarding the size of the committees, are these standing committees or special committees?  If standing committees, their size is specified in the governing documents.  If special committees, the motion to create the committee should specify its size, and it's not out of order to specify a size greater than or equal to the quorum of the board.

 

By the way, do your bylaws actually establish a quorum as 51% of the board, in so many words?

 

Edited to add:  Actually, in a 6 person committee (or any body, in theory), a motion could pass with as few as 2 votes due to abstentions.  The other 4 can't be assumed to vote in favor of it when it comes before the board.

 

Also, consider that there is a special form of the motion to commit which establishes a committee that is quite large - namely, committee of the whole. 

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Maybe I'm misunderstanding.  If a committee has 6 members, it can pass a recommendation with 4 votes - there's no guarantee that the other 2 members will vote yes at the board meeting.  If it passes the committee with 6 votes, well, it's supported by a majority of the board.

 

Regarding the size of the committees, are these standing committees or special committees?  If standing committees, their size is specified in the governing documents.  If special committees, the motion to create the committee should specify its size, and it's not out of order to specify a size greater than or equal to the quorum of the board.

 

By the way, do your bylaws actually establish a quorum as 51% of the board, in so many words?

 

Edited to add:  Actually, in a 6 person committee (or any body, in theory), a motion could pass with as few as 2 votes due to abstentions.  The other 4 can't be assumed to vote in favor of it when it comes before the board.

 

Also, consider that there is a special form of the motion to commit which establishes a committee that is quite large - namely, committee of the whole. 

 

Guest Linda Lee did not provide any voting requirements. A motion could be adopted by a 1-0 vote.

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