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  1. I have a group that I am working with that has a 2/3 requirement for quorum. The board has 6 members, so 2/3 would be 4. Do they need 4 plus the chair designated in their bylaws to conduct a meeting, meaning that 5 would actually need to be present? Or would they have quorum with just any 4 members even if the designated chair is absent? Additionally, this is not a regularly called meeting of the board. Their bylaws specifically state that only the president can call special meetings and he did not. The other board members are attempting to hold a special meeting without the president and vice-president (the designated chair) present. Would this be allowed under Robert's Rules? Thank you!
  2. Hello and good afternoon. We are relatively inexperienced in parliamentary procedure and appreciate any guidance. We are a small voluntary service organization (approx. 110 members) with a BOD with minimum of five elected officers but can be expanded up to 10 because of Chairs of Committees. Per bylaws, all people on BOD must be active, paid members of the organization. Our bylaws state we must have an annual meeting with elections. Bylaws also state that any membership meeting (which includes our annual meeting) must have 15 members for quorum. We just had our annual meeting and held elections. We had exactly 15 people present if you include BOD persons; we had 17 votes when you add in the mailed in absentee ballots. So we are not sure if we had quorum. One person states that BOD people don't count towards quorum. One person says that in membership meetings where BOD are required to members, that yes, they do count. Also, let's say only 14 people show up but we have over 15 votes because of mail in ballots, do the people who mailed in a ballot count towards quorum.
  3. Our bylaws do not have a provision that defines quorum. At our meetings, we say that quorum is established. How is quorum determined and established if we don't have a provision? Is there some type of default percentage? Thank you for any assistance. Heading to Barnes and Noble this evening to pick up a new book!
  4. Our corporate bylaws have no provision for what constitutes a quorum at a meeting for members. At our AGM last year the board called a quorum as members present. Since then the board has read in Robert's rules that a quorum should be a majority of the members. Our membership is under 100. At a recent special meeting (requisitioned by the members) of members for a discussion only the board declared that a quorum was not present and the mtg should be adjourned to another day and time, but an informal discussion could take place. However, the members pushed back and said precedence had been set by the AGM of allowing a quorum of members present. So the board, not wanting to cause a scene allowed the meeting to move forward. Is the Board wrong for allowing the meeting to formally continue, or are the members correct that a prescidence has been set.? It was also noted that there are other parliamentary rules for conducting mtg that have a different take on quorum.
  5. Part of a global organization, where quorum is sometimes hard to get. There was a special GA and online attendance was used, but the way that they informed members of online attendance and voting was not the most transparent but instead the Executive chose a few members to attend to ensure they reached quorum. The bylaws allow under special cases for electronic attendance. Would it be possible for subsequent GA to call into question quorum and hence the decision made during that GA? If so, what would be needed in terms of votes etc?
  6. My committee/organization has a set the business quorum to 50% plus 1. Recently one of the members resigned prior to the regularly scheduled meeting. When does the quorum adjust?Does the quorum remain the same for the regularly scheduled meeting? Does the quorum change once the member submits the resignation?Can the meeting be called to order if the current quorum is not met because of the resignation?Should we vote to accept the resignation and change the quorum to reflect the new membership number and conduct business?Are we required to vote on a resignation of a committee member?
  7. A 5 member school board generally follows Robert's Rules (the bylaws are woefully inadequate and make no mention of resignations). One member had a recall election pending, and on the last day possible, he tendered his resignation to the Superintendent and the Election Officer. This was good enough for the Election Officer, who cancelled the election. But the school requires his resignation to be accepted by the school board. The semi-recalled board member convinced 2 other members to follow him out the door (turning resignation letters in to the Superintendent, but refusing to attend a meeting), leaving only 2 members who cannot make a quorum. If the member had been forcibly removed from his position, would it still need to be accepted by the board? Because his resignation was tendered to the Election Officer, does that change anything? Could his spot be appointed outside of session by the Board President due to his removal? Is there anything that can be done in this situation?
  8. We have 24 members in our group. Our Treasurer developed a budget that was endorsed by Executive Committee. In the absence of Treasurer, the Deputy Treasurer presented budget that was unanimously accepted by those present. We had 11 present. The next day, our secretary noted that we didn't have a quorum, so vote didn't count. That we would need to redo the vote at the next meeting if a quorum present. There is no controversy, and I fully expect it to be adopted unanimously again by those present at the next meeting. Is it necessary to vote again a month later? We had a second question for discussion. It concerned eliminating a project. The 11 present unanimously agreed to drop the project. Again, no controversy, and no real support to continue project. Is it necessary to redo the vote the next month. I believe 13 present would be required to have a forum.
  9. I have a rare situation? to ask about. In this case, there was no quorum at the start of noticed meeting. Roll was not taken but the meeting was called to order. Prior to the meeting starting, a voting director stepped down and stated that their position was changed from voting to advisory, just the night before the meeting. The Bylaws say any structure change to the director seats must be approved by public meeting (this did not occur). The Board stated there were now only 11 voting directors and they were waiting on one director to arrive to make a quorum. They called the meeting to order and relayed that there was no quorum and that they were waiting for a director to arrive. It took more than an hour for the director to arrive. Although this last director constituted the 6th director, I believe they did not have a quorum for two reasons. 1) The 6th director arrived too late to be considered reasonable time to establish a quorum and 2) The director who said she was now advisory was sitting in the audience but did not report in attendance or vote. I would think she constitutes a voting director still meaning there were still 12 directors. Where would I find any language that leads one to believe that a director arriving one hour late is "reasonable" for the purpose of establishing or not establishing a quorum? Thanks! I'm hoping to prove there was no quorum because action was taken to exercise ROFR on someone I know. Their CC&Rs refer to Roberts Rules. I haven't found anything in Roberts Rules other than quorum is established "within reasonable" time.
  10. Are non voting and ex-officio members counted for a quorum?
  11. It is my understanding that a meeting can be held with a number less than a quorum if no one actually calls for a quorum. Is this true?
  12. We presently have a seven person board, so our quorum is four. If two members resign and the board votes not to fill the two vacancies until our annual membership meeting in January, in order to let the membership fill the vacancies, does our quorum fall to three in the interim between the resignations and the election of new board members to fill the vacancy?
  13. mr

    can you answer what is a quorum vote? this is found on our rule book: "All findings of the Grievance Committee shall be final and can only be reversed by a quorum of the Board of Directors, and if necessary further appeal is available at the membership level."
  14. Where in Robert's Rules can I find the part that says if a certain number of board members are together outside of a meeting it is a quorum...or the rules that govern this type of situation?
  15. If a vote passed, then after people realized we didn’t have quorum, is there a rule that we have to revote or can the vote stay because no one called for a quorum count?
  16. A committee of which I am secretary has a series of meetings in which a single item of business is being discussed. I understand that we can consider these meetings a single session. What I'd like to know is whether quorum, once achieved, carries over to subsequent meetings for the entire session. For example, Meeting 1 had a quorum. Meeting 2 will probably have a quorum. Meeting 3 may not have a quorum. Can we conduct the continuing business based on quorum achieved in Meeting 1? (And does this question even make sense?) Thanks in advance.
  17. Can a proxy count toward a quorum? For example, if 6 is a quorum and you have 5 present and one has a proxy from an absent member does that constitute a quorum?
  18. The PA is RONR. The parliamentarian serves an organization of which there is an annual meeting, board of directors meetings, and executive committee meetings, and is required to attend all of these. If elected as a delegate to the annual meeting, the parliamentarian may represent her local unit and vote by ballot, but otherwise is expected to remain silent/impartial during the business meetings. The parliamentarian is not a member of the executive committee or the board of directors and is not entitled to vote, even by ballot. The parliamentarian is counted just as any other delegate in the quorum for the annual meeting. The question then, is the parliamentarian counted in the quorum for either the executive committee meetings or the board of directors meetings? I think not because the parliamentarian is there only because of that position and would not otherwise be a member of either. Thank you for your thoughts on this.
  19. I am a member in an HOA. We are taking action to remove the board under a removal provision in our Bylaws. Under the QUORUM requirement, our bylaws read "The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-fifth (1/5th) of the votes shall constitute quorum for any action except as otherwise provided." Clear enough in my opinion. We have 170 homes, so quorum is 34 members. Under the REMOVAL requirement, the bylaws read, "Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association." No other quorum requirement is stated in this section. So, I interpret the removal requirement to be an affirmative vote of Members at a properly called meeting where at least 34 members are present. However, the board's position is that the removal language means a majority vote of all members of the association, or at least 86 affirmative votes. I challenged this. They went to our HOA attorney, and the attorney confirmed that "in order to transact business, a quorum of 1/5 of the votes must be present in person or by proxy" but then he went on to say that the "majority vote is the total votes of the entire membership, not a majority of those members who constitute a quorum." Now, I am not a parliamentary nor RONR expert, but is what this attorney is saying nonsensical? In other words, it doesn't make sense or it is contradictory to say that you need a quorum of 34 members to transact business at a special meeting where the only business is removal of a director, and then say you need 86 votes to pass. Am I missing something or is this attorney wrong in the advise he is giving our HOA? If the requirement was in fact a majority of the entire membership, this would be greater than the requirement to amend the bylaws. The bylaw amendment language reads: "By-Laws may be amended at a regular or special meeting of the Members by a vote of a majority of a quorum of Members, present in person or by proxy." Why the removal language didn't read the same way is part of the reason people are confused. Nonetheless, I don't think this changes anything. Removal should be a majority vote of a quorum of members. The same required to elect new directors and the same requirement to amend our bylaws. An 86 affirmative vote threshold is absurd (in my opinion). Please confirm that you can never have a voting requirement that is greater than the quorum requirement. Thank you!
  20. In our organization, we have a board of 15 members. We were only 7 at the last meeting. There was one more member who called in and attended the meeting through a conference call because he was out of town; with him we were 8. He was able to listen and participate during the meeting. Based on our by-laws we need minimum 8 to have a quorum. Did we have a quorum? Does the board member who attended the meeting thru a conference call count as a member in order to have a quorum?
  21. Maybe this has no answer, but here's the circumstance: An organization's bylaws give a fixed number for quorum on its board (3, with a fixed membership of 5). They also prescribe a quorum for a convention to be 20 members. The board is empowered to fill vacancies. Suppose the total membership drops below 20, and 3 members of the board resign. What can be done to resuscitate itself? It needs to increase membership, of course, but can't take any actions such as buying ads. The organization could dissolve and reconstitute itself with different bylaws, but suppose it is a heavily regulated organization and regaining its legal status would cost tens of thousands of dollars. It can ignore its bylaws and fill the vacancies (it has people willing to take them), but, again, it is heavily state-regulated and obligated to report to the state its bylaws, convention minutes, and minutes of any meeting where board vacancies are filled, along with the membership of its board. Are there any options here?
  22. Our board has 10 seats. Only 9 seats are filled (one member resigned). Is our quorum 5 or 6?
  23. We seem to have conflicting statements in our By-Laws: Roberts Rules of Order Newly Revised shall govern the proceedings of all Business Meetings of the Membership. A quorum for actions at the annual Business Meetings of the Membership shall consist of one-fifth (1/5) of the Members in good standing. The total numbers of Members present at a meeting and the number of absentee ballots shall be used to determine that a quorum exists. The debate is this: a) RRO says a quorum in all Business Meetings is based on the number of Members present at the meeting. Our By-Laws are being interpreted that the combination of "early/absentee" ballots AND the members present constitute a meeting quorum. Example, with 550 members, one-fifth quorum for a meeting is 110. The annual meeting then could have 100 absentee votes and 10 members present at the meeting and still be within the By-Laws. My argument is that the combination of absentee votes and members voting at the meeting is the quorum for voting; not the quorum for meetings.
  24. If a voting member is present for not quite one-half of the meeting (and, therefore, not present for just over half the meeting), is that person considered to have attended or not? Is there a threshold of time in RROO that determines present or not? Or partially present? How would this be reflected in the meeting minutes? Thank you so much!
  25. We have a 7 member board. Our by-laws state a quorum is a majority of appointed members, which is 4. A motion requires a simple majority to pass. The by-laws do not state if the simple majority must be those present or of the full board. In this instance, all members happened to be present. Here is the vote: 4 abstained (3 for perceived conflict of interest & 1 with no conflict who chose not to vote), 2 voted yes, & 1 voted no. The board president declared that the motion passed. Is she correct?