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Accepting resignations to obtain a quorum


Gary Novosielski

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I'd like to invite comments on the idea I raised in the general discussion group that at an inquorate meeting, it might be in order to move the acceptance of resignations of members if doing so has the potential to lower to quorum requirement, allowing a quorum to be obtained.

Would this fall under the exception of "take measures to obtain a quorum"?

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I'd like to invite comments on the idea I raised in the general discussion group that at an inquorate meeting, it might be in order to move the acceptance of resignations of members if doing so has the potential to lower to quorum requirement, allowing a quorum to be obtained.

Would this fall under the exception of "take measures to obtain a quorum"?

I think the answer to this question is clearly "no". An assembly cannot accept resignations in order to obtain a quorum any more than it can obtain a quorum by adoption of a motion to admit new members, or (in the case of an organization which does not require previous notice for bylaw amendments) amend its bylaws to reduce the quorum requirement.

“A motion that absent members be contacted during a recess would represent a measure to obtain a quorum. … Motions to obtain a quorum are similar to a Call of the House, which can be ordered in assemblies having the power to compel attendance (see below).” (RONR, 11th ed., p. 348, ll. 3-13).

“In legislative bodies or other assemblies that have legal power to compel the attendance of their members, a procedure that can be used to obtain a quorum, if necessary, is the motion for a Call of the House. This is a motion that unexcused absent members be brought to the meeting under arrest. A Call of the House is not applicable in voluntary societies.” (RONR, 11th ed., p. 350, ll, 3-9).

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I understand, but, as a practical matter, is there nothing akin to a "doctrine of necessity" that would enable an organization faced with this problem to work its way out?

Faced with a permanently unattainable quorum caused by unaccepted resignations, (that are essentially a fait accompli anyway), must it simply fold its tent and go out of business? Or is there some alternative?

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Is this an oversight in RONR that a group can leave an organization with open resignations and without a quorum? What if RONR added a rule that allowed an inquorate body to accept resignations? If you think about it, it is very rare that a resignation is not accepted and would acceptance of a resignation while lacking a quorum really be an abuse of parliamentary law?

Another different change could be that unless the motion is not passed, the person resigning is considered a non-member from the time the resignation is accepted by the Chair or Secretary. This would be especially useful in a situation when resignations are given outside of a meeting and a quick "Without objection." cannot be done.

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Is this an oversight in RONR that a group can leave an organization with open resignations and without a quorum? What if RONR added a rule that allowed an inquorate body to accept resignations? If you think about it, it is very rare that a resignation is not accepted and would acceptance of a resignation while lacking a quorum really be an abuse of parliamentary law?

Another different change could be that unless the motion is not passed, the person resigning is considered a non-member from the time the resignation is accepted by the Chair or Secretary. This would be especially useful in a situation when resignations are given outside of a meeting and a quick "Without objection." cannot be done.

Short term fixes don't belong in RONR, that's why you won't find them there.

If you want some exception to the quorum requirement, amend the bylaws to provide for one.

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Is this an oversight in RONR that a group can leave an organization with open resignations and without a quorum? What if RONR added a rule that allowed an inquorate body to accept resignations?

Well, rather than submitting resignations, a parliamentarily savvy quorum-busting group of members could simply not attend meetings anymore. No quorum, no resignations to accept (to lower the quorum), and business comes to a stand-still.

The way out of this seems to be a bylaw that:

  1. makes resignations effective upon receipt by the secretary if in writing, or when offered orally at a meeting (perhaps even an inquorate one), or,
  2. ties membership to attendance, so that after only a few inquorate meetings the membership(s) would be terminated, or,
  3. a provision that at the next meeting after an inquorate meeting, the quorum is lowered in a fashion so as to provide an attainable number, or,
  4. I'll leave this one for Gary c.

I can already see holes in these that need to be patched, such as what if it's the secretary who's resigning and gives her letter to the president? What if the quorum-busting group members each take turns attending alternating meetings so that no one of them ever meets the absence limit, yet a quorum is never attained? It would take some careful thought to create the bullet-proof bylaw here.

I wouldn't hold out much hope for RONR to add a fifth option to those available at an inquorate meeting. At least, not for another 10 years.

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I understand, but, as a practical matter, is there nothing akin to a "doctrine of necessity" that would enable an organization faced with this problem to work its way out?

Faced with a permanently unattainable quorum caused by unaccepted resignations, (that are essentially a fait accompli anyway), must it simply fold its tent and go out of business? Or is there some alternative?

...the remaining members should look to the Bylaws. Accepting new members may not require a vote of the membership (in some societies it simply requires an application and the payment of dues), in which case the society can solve the problem in that way. If accepting new members requires a vote of the membership, I suppose that as a technical point they will need to bribe one of the walk-outs to show up briefly or wait for one of them to die, but as a practical matter I imagine the society will just keep going along as if the resignations are accepted and I doubt anyone will raise a fuss over it, unless one of the walk-outs are litigious, in which case the society should consult legal counsel.

Is this an oversight in RONR that a group can leave an organization with open resignations and without a quorum?

I don't think so. If an organization can't obtain a quorum for long periods of time it likely means the assembly either made its quorum too high or it has serious internal problems. Neither of those is RONR's fault.

What if RONR added a rule that allowed an inquorate body to accept resignations? If you think about it, it is very rare that a resignation is not accepted and would acceptance of a resignation while lacking a quorum really be an abuse of parliamentary law?

Another different change could be that unless the motion is not passed, the person resigning is considered a non-member from the time the resignation is accepted by the Chair or Secretary. This would be especially useful in a situation when resignations are given outside of a meeting and a quick "Without objection." cannot be done.

Well, RONR isn't going to be adding these rules anytime soon, but some assemblies do choose a rule similar to the latter one, or go further and provide that a resignation is effective as soon as it is received (no need for acceptance). Such a strategy has its advantages, although the assembly may regret it when unusual cases come up. The assembly will have to weigh the pros and cons of such a decision, as with any customized rule.

I'm not a big fan of the "middle road" strategy of having an inquorate assembly empowered to accept resignations. The purpose of having a quorum is to ensure that a representative sample of the assembly is making the decision in the name of the organization. If the assembly feels that resignations are important enough for the assembly to act upon, it should be acted upon by a representative sample, not by three people who show up during a thunderstorm since they happen to live close to the meeting location. If the assembly feels resignations aren't important enough for the assembly to act upon, it may as well go all the way and delegate the power to an officer or remove the need for accepting resignations altogether.

I doubt any of this will be terribly useful, however, as when assemblies face the kind of quorum crisis you describe, the members usually don't take the time to submit their resignations - they just stop showing up to meetings.

I can already see holes in these that need to be patched, such as what if it's the secretary who's resigning and gives her letter to the president? What if the quorum-busting group members each take turns attending alternating meetings so that no one of them ever meets the absence limit, yet a quorum is never attained? It would take some careful thought to create the bullet-proof bylaw here.

There is no such thing as a bullet-proof set of rules. Any set of rules will have holes which can and will eventually be discovered, whether intentionally or not. No set of rules can prepare for all eventualities, and it's important to remember that the real problem doesn't always lie in the rules. I think this is especially true for mass resignations, quorum crises, and the like. In such cases, members should generally think less about the how and more about the why (and preferably, start thinking about it before they come to the point we've described here).

I would guess that the quorum requirement would not change until the assembly accepted the resignations at a quorate meeting?

Failing anything in the Bylaws which provides otherwise, yes.

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I feel much like Josh - it is better to have quorum to accept the resignation. It keeps it formal and stops someone from trying to state later that he/she "didn't mean it." I was once at a meeting when a Board member stated "I resign" in the middle of a heated discussion on an action the Board made. Someone jumped up immediately to accept the resignation - the Board member quickly withdrew the resignation stating it was made in the heat of the moment. If resignations took effect immediately the member would be out (which might not be a bad idea in some cases but would normally cause more headaches if it is not a thoughtout resignation.)

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I'm not a big fan of the "middle road" strategy of having an inquorate assembly empowered to accept resignations. The purpose of having a quorum is to ensure that a representative sample of the assembly is making the decision in the name of the organization. If the assembly feels that resignations are important enough for the assembly to act upon, it should be acted upon by a representative sample, not by three people who show up during a thunderstorm since they happen to live close to the meeting location. If the assembly feels resignations aren't important enough for the assembly to act upon, it may as well go all the way and delegate the power to an officer or remove the need for accepting resignations altogether.

I think the issue is with bodies that are inquorate because of members thinking "I resign!" and walking out is sufficient. How many people know that resignations are really a motion that need to be voted on by the body. I also think that if a group resign and never show up then their will is pretty well established. Also, the acceptance of resignaltions without a quorum is not a rump session due to inclement weather or lack of prior knowledge but because the number of members that have resigned left group that could not possibly meet the quorum requirements.

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Is this an oversight in RONR that a group can leave an organization with open resignations and without a quorum? What if RONR added a rule that allowed an inquorate body to accept resignations? If you think about it, it is very rare that a resignation is not accepted and would acceptance of a resignation while lacking a quorum really be an abuse of parliamentary law?

Another different change could be that unless the motion is not passed, the person resigning is considered a non-member from the time the resignation is accepted by the Chair or Secretary. This would be especially useful in a situation when resignations are given outside of a meeting and a quick "Without objection." cannot be done.

No, this is no oversight in RONR, and more importantly, this isn't a forum about what we would like the rules to be (especially in light of so much ignorance as to what they are).

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Substituting 291 for 292, and 292 for 293, I think that, although the citation has no application to the question originally asked in this thread, it suggests a new and interesting one. :)

You have lost me on that.

The member (who has paid his dues, is not facing disciplinary action, and is in otherwise good standing) cannot be compelled to retain membership. I'm basically wondering if the resignations, in this case, would become effective even if not accepted?

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You have lost me on that.

The member (who has paid his dues, is not facing disciplinary action, and is in otherwise good standing) cannot be compelled to retain membership. I'm basically wondering if the resignations, in this case, would become effective even if not accepted?

I think that what is said on page 291, line 27 to page 292, line 1 (which tells us that a member in good standing with his dues paid incurs no obligations after his resignation has been sent in, provided he does not avail himself of the privileges of membership), indicates that a resignation from membership may become effective at some point in time even although it has not been formally accepted.

But no matter how interesting this may be in thinking about quorum requirements, it has no relevance (applicability) to the question initially asked in this thread. Hence my response.

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I think the issue is with bodies that are inquorate because of members thinking "I resign!" and walking out is sufficient. How many people know that resignations are really a motion that need to be voted on by the body. I also think that if a group resign and never show up then their will is pretty well established. Also, the acceptance of resignaltions without a quorum is not a rump session due to inclement weather or lack of prior knowledge but because the number of members that have resigned left group that could not possibly meet the quorum requirements.

I understand where you're coming from, but if an assembly adopts a rule that states something to the effect of "A resignation may be accepted in the absence of a quorum," the rule applies for all situations, not only for the situation it was designed for. The rule would also be applicable if there was only a handful of resignations but the assembly was inquorate for some other reason. Granted, the rule could be fine-tuned further, but I still maintain that if an assembly wishes to go down this road it would be preferable to have resignations accepted by an officer or remove the question of acceptance altogether. Accepting resignations is not really in the same category as the other types of business which may be conducted in an inquorate assembly.

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I understand, but, as a practical matter, is there nothing akin to a "doctrine of necessity" that would enable an organization faced with this problem to work its way out?

Faced with a permanently unattainable quorum caused by unaccepted resignations, (that are essentially a fait accompli anyway), must it simply fold its tent and go out of business? Or is there some alternative?

For a real-world, practical application, I would suggest that if the assembly improperly adopts a motion to accept the resignations in a way that creates a continuing breach, the matter would be subject to a point of order at any time, however, it is unlikely that such a point of order would come from the long-gone individuals who submitted their resignations, and it is unlikely that the point of order would come from the individuals who are trying to save the organization by accepting the resignations.

In any event, if the point is made, it will be ultimately decided by the members in attendance at a meeting who are inclined to preserve the organization and who will no doubt fairly interpret the rules to properly fit the situation. :)

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I had this thought:

"By submitted a resignation, the member is, in effect, requesting to be excused from a duty.... A request to be excused from a duty 'essential to the functioning of a society or assembly' is a question of privilege affecting the organization of the assembly". RONR (11th ed.), p. 291, ll. 6,7,14--16.

"Questions of the privileges of the assembly may relate to its organization or existence". RONR (11th ed.), p. 227, ll. 16,7.

"Even in the absence of a quorum,... motions to Raise a Question of Privilege... may also be considered". RONR (11th ed.), p. 347, ll. 30,4--5.

Would it thus be reasonable: That the presiding officer call the meeting to order, noting the lack of quorum; that the secretary, for example, Raise a Question of Privilege 'that the assembly is privileged to acknowledge resignations of regular members' (assuming that the bylaws have not indicated other restrictions); and, the chair admitting the question at the time, that the assembly proceed to acknowledge those resignations as have been received from such members as are not officers, board members, etcetera?

(p.s., did the system eat my previous post, or have I violated the rules a second time posting again?)

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I had this thought:

"By submitted a resignation, the member is, in effect, requesting to be excused from a duty.... A request to be excused from a duty 'essential to the functioning of a society or assembly' is a question of privilege affecting the organization of the assembly". RONR (11th ed.), p. 291, ll. 6,7,14--16.

"Questions of the privileges of the assembly may relate to its organization or existence". RONR (11th ed.), p. 227, ll. 16,7.

"Even in the absence of a quorum,... motions to Raise a Question of Privilege... may also be considered". RONR (11th ed.), p. 347, ll. 30,4--5.

Would it thus be reasonable: That the presiding officer call the meeting to order, noting the lack of quorum; that the secretary, for example, Raise a Question of Privilege 'that the assembly is privileged to acknowledge resignations of regular members' (assuming that the bylaws have not indicated other restrictions); and, the chair admitting the question at the time, that the assembly proceed to acknowledge those resignations as have been received from such members as are not officers, board members, etcetera?

No, because the pg. 227 citation is referring to a resignation from office. Additionally, the fact that the device to Raise a Question of Privilege is in order does not mean that all questions of privilege (a fairly broad category) are in order at an inquorate meeting.

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No, because the pg. 227 citation is referring to a resignation from office. Additionally, the fact that the device to Raise a Question of Privilege is in order does not mean that all questions of privilege (a fairly broad category) are in order at an inquorate meeting.

The sort of question of privilege that would be in order at a meeting proceeding in the absence of a quorum might include, for example, a request that the member speaking in debate (perhaps on a motion to approve a measure to obtain a quorum) talk more loudly so that he or she can be heard, or a request to turn the air conditioning in the hall up (or down). Conceivably, raising a question of privilege to make a motion to go into executive session might be in order (for example, if there was a belief that confidentiality concerning debate on the measures to be taken to obtain a quorum was desirable).

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Umm. How about if the inquorate assembly goes ahead and accepts the resignations ... could not, later on, a quorate assembly ratify the action?

Generally speaking, sure.

But if the assembly only has a quorum because of the acceptance of the resignations at the inquorate meeting? I'm not so sure about that.

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Generally speaking, sure.

But if the assembly only has a quorum because of the acceptance of the resignations at the inquorate meeting? I'm not so sure about that.

Well, I'm not so sure that if you allow the first, you can prevent the second. In other words, if the resignations become effective upon their acceptance at an inquorate meeting (and I don't think they do), then why wouldn't the meeting become quorate (which seems to be the point of accepting the resignations in the first place).

Members at an inquorate meeting can take emergency steps (just as they could outside of a meeting context) but, as we frequently observe, they do so at their own personal risk (in case their actions aren't ratified). But there is no personal risk to accepting a resignation and no practical way to undo it if a quorate assembly decides not to ratify it.

To stretch a metaphor, you can't argue that it's okay to open the barn door but not okay to let the cows out.

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Well, I'm not so sure that if you allow the first, you can prevent the second. In other words, if the resignations become effective upon their acceptance at an inquorate meeting (and I don't think they do), then why wouldn't the meeting become quorate (which seems to be the point of accepting the resignations in the first place).

Members at an inquorate meeting can take emergency steps (just as they could outside of a meeting context) but, as we frequently observe, they do so at their own personal risk (in case their actions aren't ratified). But there is no personal risk to accepting a resignation and no practical way to undo it if a quorate assembly decides not to ratify it.

To stretch a metaphor, you can't argue that it's okay to open the barn door but not okay to let the cows out.

I probably should have said "supposedly has a quorum" or something of that nature. I believe we are actually on the same page. Since an inquorate meeting cannot take action on behalf of the society, the acceptance of the resignation(s) has no effect until it is ratified. Therefore, the acceptance would not have the effect of making a meeting quorate.

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