Re:OpenAI's employees were given two explanations for why Sa...
by seanhunter on Tuesday November 21, 2023 @04:35AM
(#38361443)
It depends entirely on how the votes are structured, the issue at hand and what the articles of the company say about the particular type of issue.
On the board that I was on we had normal matters which required a simple majority except that some members had 2 votes and some got 1. Then there were "Supermajority matters" which had a different threshold and "special supermajority matters" which had a third threshold.
Generally unless the articles say otherwise I think a quorum means a majority of votes are present[1], so 4 out of 6 would count if the articles didn't say you needed say 5 out of 6 for some reason.
It's a little different if some people have to recuse themselves for an issue. So say the issue is "Should we fire CEO Sam Altman", the people trying to fire Sam would likely try to say he should recuse himself and therefore wouldn't get a vote so his vote wouldn't also count in deciding whether or not there's a quorum. That's obviously all BS but it is the sort of tactic someone might pull. It wouldn't make any difference if the vote was a simple majority matter and they already had a majority without him though.
[1] There are often other requirements to make the meeting valid though eg notice requirements so you can't just pull a fast one with your buddies, hold the meeting without telling some of the members and then claim it was quorate so everyone else just have to suck it up. This would depend on the articles of the company and the not for profit though.
On the board that I was on we had normal matters which required a simple majority except that some members had 2 votes and some got 1. Then there were "Supermajority matters" which had a different threshold and "special supermajority matters" which had a third threshold.
Generally unless the articles say otherwise I think a quorum means a majority of votes are present[1], so 4 out of 6 would count if the articles didn't say you needed say 5 out of 6 for some reason.
It's a little different if some people have to recuse themselves for an issue. So say the issue is "Should we fire CEO Sam Altman", the people trying to fire Sam would likely try to say he should recuse himself and therefore wouldn't get a vote so his vote wouldn't also count in deciding whether or not there's a quorum. That's obviously all BS but it is the sort of tactic someone might pull. It wouldn't make any difference if the vote was a simple majority matter and they already had a majority without him though.
[1] There are often other requirements to make the meeting valid though eg notice requirements so you can't just pull a fast one with your buddies, hold the meeting without telling some of the members and then claim it was quorate so everyone else just have to suck it up. This would depend on the articles of the company and the not for profit though.