Reduced Quorum for Subsequent Meeting

[Guest JRSchluter]

Our ByLaws provide that "The presence of ten percent (10%) of all Members at a duly called meeting shall constitute a quorum of the membership for the transaction of business. If a quorum is not met, then another meeting shall be called, with proper notice given. At the second meeting, requirements for a quorum are satisfied by those Members present."

 

We have regularly scheduled business meetings on a quarterly basis. At the January scheduled meeting, we lacked a quorum. However, we did not call another meeting. Now, the April scheduled meeting is approaching, and one of our Members has asserted his belief that "the Members present" will satisfy the quorum requirement for that meeting. I am concerned that this is not correct, and believe that since this is not a special called meeting but, rather, merely the next regularly scheduled quarterly business meeting, the 10% quorum requirement would apply.

 

Please let me know what you think.

[jstackpo]

Unfortunately (for you, anyway) about all we can think to say is that such a "shrinking quorum" is not a concept considered in RONR, so how it may work in a particular circumstance is up to your association to figure out.  We don't attempt to interpret non-Robertian bylaws here.

 

Departing from a "royal we" kind of statement, I, personally, think your "assertive member" is dead wrong.  The upcoming April meeting was not specially "called" in response to the low turnout in January, it was previously scheduled by some mechanism.

 

But someone deserves a (mild) chastisement for failing to call the follow-up meeting last January.  The bylaws, as quoted, do say "shall", of course.

[Transpower]

The next regular meeting is not an "adjourned" meeting--a meeting held in continuation from the previous regular meeting which did not have a quorum.  The 10% quorum requirement applies to the next regular meeting.  Therefore I'm in agreement with JDStackpole.

[Edgar Guest]

The next regular meeting is not an "adjourned" meeting--a meeting held in continuation from the previous regular meeting which did not have a quorum. 

 

Although the bylaws don't appear to require an adjourned meeting, just that "another meeting shall be called, with proper notice given". 

 

But I do agree that the regular April meeting requires the regular 10% quorum.

[Richard Brown]

Please let me know what you think.

I think that since they are your bylaws, and that "shrinking quorum" provision is not part of RONR, it is up to your organization to interpret that bylaw provision and decide what it means.  I see how it can be interpreted either way. 

 

Reading that paragraph in its entirety, and noting that it starts off with "The presence of ten percent (10%) of all Members at a duly called meeting shall constitute a quorum. . . .", it seems to me that the provision is referring to pretty much any and all meetings, not just to special meetings. 

 

In this particular case, I personally agree with Dr. Stackpole and Transpower that applying the lower quorum requirement to the next regular meeting is permissible.  It's the opinion of your members that counts, though... not ours.

 

Edited to add:  Upon re-reading everything, especially Edgar Guest's post below,  I realize Dr. Stackpole and Transpower are taking opposite positions.  I tend to be in agreement with Transpower on this issue, based on a reading of the three quoted sentences from the bylaws together.  But, it's still up to the organization to interpret this particular bylaw provision.

[Edgar Guest]

 I personally agree with Dr. Stackpole and Transpower that applying the lower quorum requirement to the next regular meeting is permissible. 

 

Aren't they saying the opposite?

[Richard Brown]

Aren't they saying the opposite?

Oops, now that I have re-read everything, I think you are right.  In that case, i believe I must say that I am in agreement with Transpower.

[Richard Brown]

Our ByLaws provide that "The presence of ten percent (10%) of all Members at a duly called meeting shall constitute a quorum of the membership for the transaction of business. If a quorum is not met, then another meeting shall be called, with proper notice given. At the second meeting, requirements for a quorum are satisfied by those Members present."

 

We have regularly scheduled business meetings on a quarterly basis. At the January scheduled meeting, we lacked a quorum. However, we did not call another meeting. Now, the April scheduled meeting is approaching, and one of our Members has asserted his belief that "the Members present" will satisfy the quorum requirement for that meeting. I am concerned that this is not correct, and believe that since this is not a special called meeting but, rather, merely the next regularly scheduled quarterly business meeting, the 10% quorum requirement would apply.

 

Please let me know what you think.

 

Although the bylaws don't appear to require an adjourned meeting, just that "another meeting shall be called, with proper notice given". 

 

But I do agree that the regular April meeting requires the regular 10% quorum.

 

I think that if you are going to give the same interpretation to a "called meeting" in both the first and second sentences, and if you interpret it to mean, in essence, "a special meeting", then the regularly scheduled meeting held in January would not constitute a "duly called meeting" and would not even trigger the shrinking quorum provision. 

 

If you interpret "duly called meeting" to mean "any properly held meeting" and that the January meeting triggered the shrinking quorum provision, then you must treat the regularly scheduled meeting in April the same way.

 

Edited to add:  Perhaps it is also worth noting that nowhere in those provisions is reference made to an adjourned meeting or a special meeting.

[g40]

I am a member and official of an organization with a similar "shrinking quorum" provision in our Bylaws (for the annual meeting of members). I know that in our Bylaws, a key to the lower quorum (whoever shows up) is that specific notice be given for the meeting. In my opinion, the regular meeting would require the normal quorum.