Question regarding abstentions, quorum, and an "act of the Board requiring a vote of the majority of the Board Members"

[Guest throwawaynameaccount2023]

Ran into an issue that has a Board of Directors for a non-profit debating what is correct.

This is a nine-person Board, quorum is stated as always being five (5) as per their Bylaws.

At the last meeting, six (6) members were present, meeting quorum. An item came up where 3 members voted Yes, and 3 members Abstained.

According to their bylaws:

"Assuming a quorum is present, the vote of a majority of the Board shall be deemed an act of the Board."

Since only three board members voted, an act of the board (passing the motion) did not take place, and the motion failed.

Was this the correct process?

Would anything have changed if there were four (4) Yes votes and two (2) Abstain?

 

Thanks.

[Josh Martin]

On 9/25/2023 at 7:22 PM, Guest throwawaynameaccount2023 said:

Was this the correct process?

I am not certain.

Under the rules in RONR, a vote of 3-0 is sufficient to adopt a motion. But it will be up to your organization to interpret the meaning of the ambiguous provision in its bylaws.

On 9/25/2023 at 7:22 PM, Guest throwawaynameaccount2023 said:

Would anything have changed if there were four (4) Yes votes and two (2) Abstain?

I am not certain.

Once again, under the rules in RONR, a vote of 4-0 is sufficient to adopt a motion. But it will be up to your organization to interpret the meaning of the ambiguous provision in its bylaws.

The potential difference between these two situations is that with six members present, a vote of 4-0 is a majority of the members present (while a vote of 3-0 is not), but it still is not a majority of the entire membership of the board. Under the rules in RONR, this is irrelevant, because what is required is a majority of the members present and voting.

So the question here is whether, in adopting this rule:

• The organization intended to require that a majority of the entire membership of the board is required to adopt a motion.
• The organization intended to require that a majority of the members present is required to adopt a motion.
• The organization simply intended for an ordinary, majority vote, but because the drafters had no idea what they are doing, they included a very badly worded provision to this effect rather than simply relying on RONR.

I would strongly advise amending the bylaws to remove this provision altogether or, in the alternative, at least replace it with something clearer.

See FAQ #6 and RONR (12th ed.) 44:1-10 for more information.

Edited September 26, 2023 at 12:45 AM by Josh Martin

[Guest throwawaynameaccount2023]

On 9/25/2023 at 8:43 PM, Josh Martin said:

Under the rules in RONR, this is irrelevant, because what is required is a majority of the members present and voting.

Okay, thank you! this is the bit in RONR that was missed, and what some members are bringing up now.  The Bylaws issue still causes murkiness regarding what the proper or intended course of action should be, but that will hopefully be resolved through future removal or amendments.

On 9/25/2023 at 8:43 PM, Josh Martin said:

The organization intended to require that a majority of the members present is required to adopt a motion.

This is believed to be the original intent, but these bylaws are decades old at this point and no one can say for certain beyond "what we did in past years was..." and even that has its differences depending on who you ask and how far back you go.

On 9/25/2023 at 8:43 PM, Josh Martin said:

I would strongly advise amending the bylaws to remove this provision altogether or, in the alternative, at least replace it with something clearer.

Agreed. The bylaws have been the stumbling block in all of this and hopefully will be addressed in the near future.

 

Thank you again.