Missing Board Members

[Guest Jaimee]

We recently had some board members walk out of a board meeting. Our board consists of 5 trustees, if one refuses to show up to the meeting and a majority vote is needed, how would that work with an even number of trustees present?

[Guest Jaimee]

I should add as an example:

an employment contract. They’re voting on rescinding an offer to an individual. If only four members attend, and it’s a tied vote, does it mean it’s a failed vote? And what does a “failed vote” mean?

[Gary Novosielski]

A tie vote is less than a majority, so the motion is rejected.  The result is just the same as if everyone voted No.  The vote itself did not fail, the vote succeeded in making sure that whatever the motion proposed to do would not be done.  

So there's no crucial reason to prefer odd numbers of members in a body.  There can always be absences and abstentions with any number of seats.

The threshold for Rescind is higher than for an ordinary main motion, which  requires a 2/3 vote, unless previous notice of intent was given, but with so few members, it would still require three out of four votes to pass. (See RONR 12th ed. §35)

Edited to add:

For that matter it could also pass with three out of five votes, because that is a majority of the entire membership of the board.

Edited June 14, 2023 at 04:07 PM by Gary Novosielski

[Josh Martin]

On 6/13/2023 at 10:38 PM, Guest Jaimee said:

We recently had some board members walk out of a board meeting. Our board consists of 5 trustees, if one refuses to show up to the meeting and a majority vote is needed, how would that work with an even number of trustees present?

How it works is, like in any case, a majority vote is required to adopt a motion, unless the organization's rules or the parliamentary authority provide otherwise in a particular case.

On 6/13/2023 at 10:41 PM, Guest Jaimee said:

They’re voting on rescinding an offer to an individual. If only four members attend, and it’s a tied vote, does it mean it’s a failed vote?

Yes.

On 6/13/2023 at 10:41 PM, Guest Jaimee said:

And what does a “failed vote” mean?

If a motion is defeated, the "status quo" remains. If I understand correctly that the offer has already been extended, then if a motion to rescind that offer is defeated, then the offer remains valid.

Further, I would note that the motion to Rescind requires for its adoption a 2/3 vote, a vote of a majority of the entire membership (of the board, in this case), or a majority vote with previous notice. So if previous notice was not given, then a higher threshold is required. Not that it matters in this case, since a tie vote doesn't even meet the majority vote threshold.

[puzzling]

He problem is not so much with a  vote.

You could get problems with obtaining a,quorum. What do uour bylaws have yo say about that?