Approval by the Board
Adams Stirling PLC


Boards cannot conduct business until a quorum of directors is present. Once a quorum has been established, each director present and voting at a meeting shall have one vote on each matter presented to the board of directors for action at that meeting. (Corp. Code §7211(c).) Any decision made by a majority of the directors present at a meeting at which a quorum is present is the act of the board. (Corp. Code §7211(a)(8).) Abstentions do not count toward the vote but silent acquiescence does.

Simple Majority. Unless defined differently by an association's governing documents, the word "majority" means more than half. It does not mean 51% nor does it mean 50% + 1. "Majority" means the next highest whole number above 50%. If a board has 11 members, 50% is 5.5 which, when rounded up, produces a majority of 6. (Robert’s Rules, 11th ed., p. 400).

NOTE: An exception to approval by a majority of a quorum is when the bylaws call for approval by a majority of the board. Boards need to check their bylaws to see if there are different voting requirements for particular kinds of votes. If it's unclear, the board should seek legal counsel.

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Adams Stirling PLC