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PeggyW3 (Michigan)
Posts: 73
Posted:
Our Board participates in electronic voting to approve expenditures that were approved and are finalized. We have 9 Directors, so we often have difficulty getting a unanimous vote which is needed for passage. If we have 8 Directors who vote yes, may that be considered a quorum and it passes? If not, is there some way we can have our attorney create a resolution to add to our documents that permits this action of always having to have a quorum but not necessarily all 9 Directors needing to vote??

Thank you,

Peg
TimB4 (Tennessee)
Posts: 21,059
Posted:
The simple answer is to hold a meeting.
Members may attend via zoom if need be (per MI 450.2521).

Expecting that you are incorporated and subject to MI non-profit corporation act, MI 450.2525 requires unanimous consent. The law does not defer to the bylaws or other governing documents. Therefore, your attorney would not be able to do anything to change this requirement.

Again, the simple answer is to hold a meeting.

KerryL1 (California)
Posts: 14,550
Posted:
What do your documents say about this "electronic" voting, which usually is called "taking action without a meeting?" This probably is in your Bylaws. And your Bylaws probably reflect state HOA or corporation codes on this topic. If any of these say that the vote by email must be unanimous, then your attorney can't change it to say you only need a quorum (in your case 5).

My question is why does your Board need an additional vote for expenditures that already were "approved" and "finalized?"
ElleN (Idaho)
Posts: 1,334
Posted:
Quote:
Posted By PeggyW3 on 06/06/2025 2:06 PM
Our Board participates in electronic voting to approve expenditures that were approved and are finalized. We have 9 Directors, so we often have difficulty getting a unanimous vote which is needed for passage. If we have 8 Directors who vote yes, may that be considered a quorum and it passes?
No. The Michigan Nonprofit Corporation Act is crystal clear about this. See the section TimB4 cited.

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