Majority Vote of a Seven Member Board of Directors.

[Guest Joseph R.]

Our bylaws define a quorum for purposes of conducting a meeting as a majority of the number of members that constitute the Board as set forth in the bylaws.

With the minimum four members present to conduct a meeting, what would be the number of votes needed to adopt or reject a motion?

Our bylaws are silent on the question on whether it would be a simple majority of those present and voting or a majority of the members of the Board.

In the latter case, the vote would always have to be unanimous for the Board to take an action with only four members present.

It seems to me that a majority vote of the Board would be predicated on the number of Board seats rather than the number of Board members who happen to be  present.

[Joshua Katz]

On 2/10/2023 at 6:40 PM, Guest Joseph R. said:

With the minimum four members present to conduct a meeting, what would be the number of votes needed to adopt or reject a motion?

 

One, and three absentions, ought to do it. A majority vote means more voting one way than the other. At least, that's the rule in RONR.

On 2/10/2023 at 6:40 PM, Guest Joseph R. said:

It seems to me that a majority vote of the Board would be predicated on the number of Board seats rather than the number of Board members who happen to be  present.

Where does this phrase appear?

[Richard Brown]

A majority vote, which is what is required to adopt most motions per the rules in RONR, is the vote of a majority of those members present and voting unless your own rules or some law you are subject to (such as state corporation laws and homeowner association laws) provide otherwise.  So, if you have four members present, even a vote of 1 to 0 would be a majority vote, because that one yes vote is a majority of those members present and voting. It was cast by the ONLY person present and voting, but in this case it is 100 percent of the members present and voting.  The other members were either absent or abstained.... and those are not votes.

Note: if this is a public (governmental) body of some kind, it may well be subject to local or state laws or regulations which require a higher vote threshold, such as a majority of the "fixed" membership of the board.  My own city charter provides that to adopt an ordinance requires the affirmative vote of a majority of the "authorized" membership of the city council.  The council is authorized to have seven members, so four yes votes would be needed to adopt an ordinance, regardless of vacancies, absences and abstentions.  A vote of 3 to 1 would not make it.

So, what type organization is this and is it subject to any superior rules which might require a higher vote threshold for adoption of a motion than the rule in RONR?

[Josh Martin]

On 2/10/2023 at 6:40 PM, Guest Joseph R. said:

With the minimum four members present to conduct a meeting, what would be the number of votes needed to adopt or reject a motion?

Our bylaws are silent on the question on whether it would be a simple majority of those present and voting or a majority of the members of the Board.

A majority of the members present and voting. Assuming all four members vote, that would be three votes. But it would be less if some members abstain. See FAQ #6.

[Rob Elsman]

See FAQ #4, https://robertsrules.com/frequently-asked-questions/

[Guest Joseph R.]

On 2/10/2023 at 4:43 PM, Joshua Katz said:

One, and three absentions, ought to do it. A majority vote means more voting one way than the other. At least, that's the rule in RONR.

Where does this phrase appear?

Thank you. Not being an RONR expert, it's my own notion based on my observation of public forums, where, as another responder has pointed out, there could be a higher voting threshold set by law. In California, it's the Ralph M. Brown Act, I believe, that governs meetings and activities of public policy bodies.

[Guest Joseph R.]

On 2/10/2023 at 5:31 PM, Richard Brown said:

A majority vote, which is what is required to adopt most motions per the rules in RONR, is the vote of a majority of those members present and voting unless your own rules or some law you are subject to (such as state corporation laws and homeowner association laws) provide otherwise.  So, if you have four members present, even a vote of 1 to 0 would be a majority vote, because that one yes vote is a majority of those members present and voting. It was cast by the ONLY person present and voting, but in this case it is 100 percent of the members present and voting.  The other members were either absent or abstained.... and those are not votes.

Note: if this is a public (governmental) body of some kind, it may well be subject to local or state laws or regulations which require a higher vote threshold, such as a majority of the "fixed" membership of the board.  My own city charter provides that to adopt an ordinance requires the affirmative vote of a majority of the "authorized" membership of the city council.  The council is authorized to have seven members, so four yes votes would be needed to adopt an ordinance, regardless of vacancies, absences and abstentions.  A vote of 3 to 1 would not make it.

So, what type organization is this and is it subject to any superior rules which might require a higher vote threshold for adoption of a motion than the rule in RONR?

Thank you for your reply.

I'm referring to the board of directors of a credit union. However, my experience watching local public policy bodies (city councils and commissions) raised the question in my mind, not realizing that there probably is a higher voting threshold set by law. I will have to research that. In California it's probably covered in the Government Code.

[Joshua Katz]

On 2/11/2023 at 10:33 AM, Guest Joseph R. said:

Not being an RONR expert, it's my own notion based on my observation of public forums, where, as another responder has pointed out, there could be a higher voting threshold set by law. In California, it's the Ralph M. Brown Act, I believe, that governs meetings and activities of public policy bodies.

Right, I ask because I was wondering if it appeared in a governing document.

[Gary Novosielski]

On 2/10/2023 at 7:40 PM, Guest Joseph R. said:

It seems to me that a majority vote of the Board would be predicated on the number of Board seats rather than the number of Board members who happen to be  present.

No.  A majority vote, the default threshold in RONR, means more than half of those present and voting, i.e., a majority of the votes actually cast on any given motion.  Abstentions do not affect the result, absentees do not affect the result (so long as a quorum is present), and the number of seats don't count unless they have living breathing members in them. Some of them may be absent, as long as the positions are not vacant.

Quorum for a seven-member board (with no vacancies) is four, but quorum does not affect the voting threshold.  It is only required that four members are present, so that business can be conducted.  As long as four members remain present, quorum is satisfied, whether they vote or not.

A majority vote is satisfied, as long as the number of Yes votes is greater than the number of No votes. So if all four members vote, a 3-1 vote would carry a motion, a 2-2 vote or less would not.  But other passing vote counts would be 4-0 3-0 2-1, 2-0, or 1-0.