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Vacancies and Quorums


Guest Mike
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I have a question about Roberts Rule and what is states with regards to Quorums and Vacancies.

If our ByLaws state we are to have 7 board members and one seat is vacant thus leaving us with 6 actual filled seats, what happens in the case were a vote is brought to the table and we are required to have 2/3 or 66% vote yes to pass.  Is it 2/3 of 7 or 2/3 of 6?

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First, what, EXACTLY, do your bylaws say about the quorum for the board?  Please quote exactly, don't paraphrase.

Second, what, EXACTLY, do your bylaws say about the vote required in the situation you are discussing?  Again, please quote exactly.  Don't paraphrase.

Unless your bylaws provide differently, the default quorum in RONR is a majority of the actual living, breathing members.  However, a quorum of both a board of six members and a board of seven members is four.  So, unless your bylaws contain a different provision, the quorum for your current board is four.

As to the vote required to adopt a motion, unless your rules specify a different requirement or basis for computing the result, a two thirds vote of six members means two thirds of those present and voting.  If all six members vote, a vote of 4 to 2 would constitute a two thirds vote.  You ignore abstentions, absences and vacancies.  If only five vote, a motion would still require 4 votes to have a two thirds vote.

You do not base the vote on the total number of members on the board or present unless the bylaws specifically say so.  That is why I asked you to quote the exact language of the bylaws regarding the vote required for the type motion that is at issue.  The situation changes if your bylaws base the vote on the members present, the number of members on the board, or the total authorized members of the board.  Those three standards could lead to different outcomes.  The exact wording is important.

 

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Thanks Richard.

I agree it's all in the wording which I think is the issue.  I've copied and pasted some excerpts from the ByLaws in question:

General Voting on various issues our ByLaws state the following:

A "quorum" of at least 2/3 of the standing Executive Officers must be present at any Board meeting for valid voting to take place. A vote can only be passed with a quorum present and at least 51% voting for the initiative.

Additionally and with regard to the process of removing someone from office, our ByLaws state;

 A petition stating the charge shall be filed with the Board of Directors unless circumstances warrant immediate action as agreed upon by a majority of the Board of Directors. When a petition is filed, it shall be signed by two-thirds of the Board of Directors.

further....

The petitioners shall present their case first; said Executive Officer or Director shall be heard second; and the vote taken third. A quorum vote of at least 66% of the Board of Directors shall be necessary to remove said Executive Officer or Director from office.

Based on what I copied and pasted, we need to 2/3 to either pass a vote or remove a member.  Again, the question is it 2/3 of 7 or 2/3 of 6.  As mentioned before we are supposed to have 7 filled seats on our board and currently only have 6 filled.   One is vacant currently.  Our ByLAws are silent with regards to vacancies and don't necessary define the 2/3 when there is a vacancy.  

 

 

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Guest Mike, based on the above votes quotes, I believe your board is considered to be comprised of sex six living, breathing members at this time and that is the number that the quroum and the particular votes that you referred to would be based on. I see nothing to indicated that anything is to be based on the entire authorized membership of seven members.  Everything speaks in terms of "the board".  So, as long as you have a vacancy, you have six members on your board and that is what your quorum requirement is based on as well as a requirement for a vote ot two thirds of the board.  The board currently has six members, so it would be 2/3 of six, not seven.   You have a board authorized to have seven members, but it actually has only six members.

Edited by Richard Brown
Added last sentence and edited first sentence
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2 hours ago, Guest Mike said:

I have a question about Roberts Rule and what is states with regards to Quorums and Vacancies.

If our ByLaws state we are to have 7 board members and one seat is vacant thus leaving us with 6 actual filled seats, what happens in the case were a vote is brought to the table and we are required to have 2/3 or 66% vote yes to pass.  Is it 2/3 of 7 or 2/3 of 6?

Thanks Richard!  I think this answers my question.....

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I'm not trying to generate a polemic here, but just pointing out the fact that the OP's bylaws state that a 51% is needed to pass a measure. Until the number in question surpasses one hundred, what we consider a majority (anything above one half) and 51% do not diverge. However, after one hundred the two values diverge by one vote for every one hundred. I do not think it makes any difference in this case since the number of Executive Officers on the Board of Directors is unlikely to be greater than one hundred.

Also, Mr. Brown, you might want to consider editing the first sentence of your last posting.

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