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Guest All

No quorum stated in bylaws for meeting of members

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Guest All

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.

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Guest Who's Coming to Dinner
35 minutes ago, Guest All said:

It was also noted that there are other parliamentary rules for conducting mtg that have a different take on quorum.

Do your bylaws specify a parliamentary authority? If they say meetings will be governed by Robert's Rules, and make no other provision for quorum, then a majority of members is a quorum and it doesn't matter what "other parliamentary rules" say. As Mr. Huynh notes, the board has no role to play at a general membership meeting unless your bylaws say otherwise.

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Well, technically, the Chairman - before calling the meeting to order -  is to make sure that quorum is present before calling the meeting to order, or  after waiting for a period of time to call the meeting to order and then ask for a motion to adjourn the meeting (page 348 line 34 to page 349 line 7 of RONR 11ed.)

Also, at any time, any member of the group meeting, if he/she notices that quorum is absent may make a Point of Order bringing the issue to the Chairman's attention (page 348 lines 16-21).  As such, if a Board member who is also a general member notices that there is no quorum can bring this to the Chairman's attention.  So while the Board itself may not make this decision, it is their right (if also general members) to make sure there is quorum.  But at the end of the day, the Chairman should make sure there is quorum (and as the President may be the Chairman, then a 'Board member' is making this decision, even if doing so in their parliamentary duties (as Chairman) not as a Board member.

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3 hours ago, Guest All said:

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.

Guest All, what do you mean by the last part of your post that I have highlighted in bold?  Are you saying that your organization has other rules regarding a quorum?  Or are you saying that other parliamentary manuals have different rules or definitions of a quorum?   I think that a quorum is universally defined as a majority of the membership unless the bylaws or some superior law specify otherwise and I am not aware of any commonly used parliamentary manuals that define a quorum in any other way.  The only exception is in the case of organizations with an indefinite or unknown number of members, such as some churches.  But, where the membership number is known, every parliamentary authority I am aware of defines a quorum as a majority of the membership.

It may be that your organization has adopted a custom of treating the members who show up as constituting a quorum, but once a member raises a point of order that a quorum is not present, the custom must fall to the ground.  If your organization wants its quorum to be something other than a majority of the members, it should specify the quorum requirement in the bylaws.

It is ultimately up to your organization to interpret its own bylaws.  We cannot do that for you.

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Guest All

Thanks - that makes sense.  RONR  is the only parliamentary procedure that I am aware of that is the standard to determine proceedings where the bylaws are silent or other governing acts.    

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