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Majority per the by-laws


Guest Ben
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Our by-laws state: "Any vacancy which occurs before the end of a Trustee’s term shall be filled by a majority vote of the remaining Trustees."

Does this require a simple majority of the members present and voting at a meeting, or does it require more than half of all trustees to vote yes?

Similarly, the by-laws state: "A Trustee may be removed from office by a two-thirds vote of the other Trustees for good cause."

Does this require two-thirds of voting trustees at a meeting, or two thirds of all trustees?  i.e. if we have nine total trustees, and seven are at a meeting, do we still need six voting to remove?

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Guest Who's Coming to Dinner

Who knows? If they are supposed to be vanilla majority and two-thirds votes, why qualify them with "remaining" or "other Trustees"? The presiding officer should apply her or his own judgment and if there is disagreement, let a point of order be raised regarding proper the interpretation of your bylaws.

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36 minutes ago, Guest Ben said:

Our by-laws state: "Any vacancy which occurs before the end of a Trustee’s term shall be filled by a majority vote of the remaining Trustees."

Does this require a simple majority of the members present and voting at a meeting, or does it require more than half of all trustees to vote yes?

Similarly, the by-laws state: "A Trustee may be removed from office by a two-thirds vote of the other Trustees for good cause."

Does this require two-thirds of voting trustees at a meeting, or two thirds of all trustees?  i.e. if we have nine total trustees, and seven are at a meeting, do we still need six voting to remove?

Under RONR, the precise language governs, i.e. a vote of the majority of the entire membership is different than a majority vote of the members.   Based on that, I would have to go with a 2/3 vote of the trustees choosing to cast a vote, excluding the member being removed.  If there 7 members at the meeting, including the member being removed, there are 6 members that can vote; if all six vote four would be needed o remove.  If only three vote, two would be needed. 

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1 hour ago, Guest Who's Coming to Dinner said:

If they are supposed to be vanilla majority and two-thirds votes, why qualify them with "remaining" or "other Trustees"?

I would think because, in the first case, someone has left the board, and in the second, the person who is being removed is not permitted, under this bylaw, to vote no.

Ultimately, this is a matter of bylaw interpretation, which only your organization can perform. In my opinion, "a majority vote of the remaining trustees" means more votes to appoint a person than against doing so, and simply acknowledges the obvious - that the person no longer on the board does not vote. That is, I do not think it refers to more than half of the entire board, but only of those voting. Similarly, I think a "2/3 vote of the other trustees" means that the person being removed cannot vote, and that twice as many must vote for removal as against it - that is, again, I don't think it refers to 2/3 of the board, but simply 2/3 of those voting.

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1 hour ago, Guest Ben said:

Our by-laws state: "Any vacancy which occurs before the end of a Trustee’s term shall be filled by a majority vote of the remaining Trustees."

Does this require a simple majority of the members present and voting at a meeting, or does it require more than half of all trustees to vote yes?

Similarly, the by-laws state: "A Trustee may be removed from office by a two-thirds vote of the other Trustees for good cause."

Does this require two-thirds of voting trustees at a meeting, or two thirds of all trustees?  i.e. if we have nine total trustees, and seven are at a meeting, do we still need six voting to remove?

The phrases "majority vote" and "2/3 vote" have specific meaning in RONR.  They refer, respectively, to a majority or 2/3 of those present and voting

The phrase "of the other Trustees", it seems to me, only serves to clarify in which body the vote is to be taken.There are no indications that I can see in that language that would suggest the vote must be a majority of the entire board membership, for example.  It is easy enough to state that clearly, if that is the intent.

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