Board vote is null and void?

Started by MosheL • 1 replies • 1157 views

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MosheL (Florida)
Posts: 1

Posted:

Our bylaws state that "Membership. The affairs of the Association shall be managed by a Board of not less than three (3) Directors and not more than seven (7) Directors, the exact number to be determined at the time of election." We have 4 directors, we had a vote on republishing documents, one director didn't vote, the other 3 voted with yes. I am not clear if we need a minimum of 4 directors to vote yes or if (assuming there are only 3 directors) 2 are enough?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Moshe,

A quorum is required for board business to be conducted.
Typically, a quorum is a majority of the number of Directors elected.
Based on your posting, I would say that you need 3 to have a quorum.

Decisions are made by a simple majority (unless your governing documents specify a different number) of the votes cast at the meeting where a quorum is present.

Therefore, based on what you said, the motion passed as 3 was a majority of the votes cast.

Even if you had 7 Directors, if only 3 votes were cast, 2 would be a majority of the votes.

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