The Vote Was 21 to 20; So Why Didn't This Motion Pass?

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush.  At the time, China was ruled by an emperor.  After the abdication of the Emperor Pu Yi in 1912, China became the Republic of China.  In 1949, the leadership of the Republic of China retreated to the island of Taiwan and the Communists, led by Mao Zedong, assumed control of the mainland as the People's Republic of China.  The relationship between Republic of China and the People's Republic of China remains tense.

In 2013, CCBA's Board of Directors voted on a motion that only the flags of the United States, California and CCBA would be displayed "within CCBA and its jurisdiction".  Until this vote, the CCBA had displayed the flag of the Republic of China.  The vote was 21 For and 20 Against with one Abstention.  CCBA's president declared the motion had passed and the losers sued.  

After a five day bench trial, the trial court found that the CCBA's bylaws required a vote of more than 50% of the board members in attendance to pass a motion.  Because 42 members were present, 22, not 21, affirmative votes were required.  Additionally, the Court found that by any definition the flag motion was an "important matter" and that under the Bylaws "important" matters require the affirmative vote of two-thirds of the directors in attendance. 

The decision was appealed and the Court of Appeal affirmed in an unpublished opinion.  Chow v. Wong,  Chow v. Win Wong, 2019 Cal. App. Unpub. LEXIS 1256, Cal. Ct.of Appeal Case Nos. A149449, A149536, A146563 (Feb. 21, 2019).  (For restrictions on the use and citation of unpublished decisions, see California Rules of Court, rule 8.1115.)