Fellow attorneys: I have, on a Board of five, one absent and one recently deceased.I will have three (a quorum) at a special meeting.I have been researching how many must vote to approve certain topics... ordinances, etc. If I only have three present, and one has to abstain due to a conflict, can the other two (out of the quorum of three) vote to approve a 4th Amended Promissory Note? And can two out of three vote to approve the paying of claims?  and to pay a rather substantial payment pursuant to an older contract? I have been reading 11 O.S. section 17-101, and I am concerned that approving the 4th amended promissory note is ""borrowing money", although the note payment is for an older loan... And what constitutes "appropriating moneys"??? All replies appreciated. Thank you, Kay Wall918.689.7737

Take a look at 62 Okla. Stat. §281, et seq., especially the sections on Claims (304.1, et seq.) and Contracts and Expenditures (310.1, et seq.). For Towns, 11 OS 12-108 requires a majority of “all” members to make a quorum. We have talked about whether a majority of a quorum can take action or not. I take the position that a majority vote of those elected to and constituting the Board is required to spend money, adopt ordinances, etc. From: Kay Robbins Wall <lkrw@sbcglobal.net> Sent: Wednesday, July 27, 2022 1:54 PM To: OAMA Luistserv <oama@lists.imla.org> Subject: [Oama] definition of borrowing of monies or appropriating monies Notice: This email is from an external source. Do not open attachments or click on links from unknown senders or unexpected e-mail. ________________________________ Fellow attorneys: I have, on a Board of five, one absent and one recently deceased. I will have three (a quorum) at a special meeting. I have been researching how many must vote to approve certain topics... ordinances, etc. If I only have three present, and one has to abstain due to a conflict, can the other two (out of the quorum of three) vote to approve a 4th Amended Promissory Note? And can two out of three vote to approve the paying of claims? and to pay a rather substantial payment pursuant to an older contract? I have been reading 11 O.S. section 17-101, and I am concerned that approving the 4th amended promissory note is ""borrowing money", although the note payment is for an older loan... And what constitutes "appropriating moneys"??? All replies appreciated. Thank you, Kay Wall 918.689.7737

Kay, My opinion is that a quorum is required to conduct any business, which means that you need a majority present out of all the positions on the governing body, including any vacant positions. 11 O.S. 1-102(9). A majority of the quorum would be required to take any action unless a statute states to the contrary. Ordinances are one such example. 11 O.S. 14-102 and 14-103 both use the same terminology as the definition of a quorum (i.e. "all members" of the body). So you'd need a majority of all seats to adopt an ordinance, not a majority of the quorum. Borrowing or appropriating money is one that is not as clear. 1988 OK AG 56 opines that a majority of the whole, not a majority of the quorum, is required. The statute itself, 11 O.S. 17-101, simply says "a majority of the governing body" not "a majority of all members". But the AG pointed to the definition of "governing body" in 17-204(15) as being the City Council or Town Board, and concluded that this must mean a majority of the body as a whole and not a majority of those in attendance. As for payment of claims, payments, etc., it's a majority of the quorum. That was the AG's conclusion just a few months after the above opinion was issued. 1988 OK AG 82. This is because the act of appropriating money is different from the act of spending money already appropriated. *See *11 O.S. 17-204 (""Appropriation" means an authorization to expend or encumber revenues and fund balance of a fund"). Appropriation is the authorization to go forth and spend, but not the actual spending itself. On Wed, Jul 27, 2022 at 1:54 PM Kay Robbins Wall <lkrw@sbcglobal.net> wrote: > Fellow attorneys: > > I have, on a Board of five, one absent and one recently deceased. > I will have three (a quorum) at a special meeting. > I have been researching how many must vote to approve certain topics... > ordinances, etc. > > If I only have three present, and one has to abstain due to a conflict, > can the other two (out of the quorum of three) vote to approve a 4th > Amended Promissory Note? > > And can two out of three vote to approve the paying of claims? and to pay > a rather substantial payment pursuant to an older contract? > > I have been reading 11 O.S. section 17-101, and I am concerned that > approving the 4th amended promissory note is ""borrowing money", although > the note payment is for an older loan... > > And what constitutes "appropriating moneys"??? > > All replies appreciated. > > Thank you, > > Kay Wall > 918.689.7737 > -- > Oama mailing list -- oama@lists.imla.org > To unsubscribe send an email to oama-leave@lists.imla.org >