Vote of whole executive committee

[Caryn Ann Harlos]

I am looking at a bylaws provision regarding removal of a member of the executive committee which require a 2/3 vote of the "whole executive committee."  That seems pretty straightforward if there are no vacancies, but if there is a vacancy is the "whole executive committee" the number of possible seats or the number of possible seats minus any vacancies?

[Josh Martin]

1 hour ago, Caryn Ann Harlos said:

I am looking at a bylaws provision regarding removal of a member of the executive committee which require a 2/3 vote of the "whole executive committee."  That seems pretty straightforward if there are no vacancies, but if there is a vacancy is the "whole executive committee" the number of possible seats or the number of possible seats minus any vacancies?

It will ultimately be up to the organization to interpret its own bylaws, but I am generally inclined to think it would be the latter.

[Richard Brown]

2 hours ago, Caryn Ann Harlos said:

. . . s the "whole executive committee" the number of possible seats or the number of possible seats minus any vacancies?

I agree with Mr. Martin that it is ultimately up to your organization to interpret its own bylaws, but in my opinion it pretty clearly refers to the number of actual living breathing members of the committee at that point in time. RONR suggests different language when referring to the full authorized membership of a body as opposed to the actual current membership.

Edited to add: perhaps this provision from 44:9 will be helpful:  “A majority of the entire membership is a majority of the total number of those who are members of the voting body at the time of the vote.”  (Emphasis added) 

See also footnote #1 to that section:  “1. In the case of a body having a fixed membership—for example, a permanent board—it is also possible to define a voting requirement as a majority of the fixed membership, which is greater than a majority of the entire membership if there are vacancies on the board. Thus, in a board whose membership is fixed at 12, if 2 members have died and their successors have not been named, a majority of the entire membership is 6, and a majority of the fixed membership is 7. Where a majority of the fixed membership is required for a decision, the body cannot act if half or more of the membership positions are vacant.

Edited April 27, 2021 at 02:05 PM by Richard Brown
Added last two paragraphs

[Richard Brown]

@Caryn Ann Harlossee the edit to my comment immediately above. I added two paragraphs that give you a pretty definitive answer.

[Caryn Ann Harlos]

Thank you yes.