Attendance Requirements for Meetings

[Guest dsfritsch]

Our non-profit conducts 21 Business Meetings each year.  In order to maintain eligibility for office and voting rights, 1/3 attendance of these meetings ( 7 meetings) is required per the by-laws.

 

Last year, 1 meeting was canceled due to severe weather.  There were at  least 2 other meetings called, but were canceled due to not having a quorum present at the meeting.

 

Do these 2 additional meetings count towards the total of 21?  Or should 1/3 attendance be based off of what would now be 18 meetings for this past year?

[Chris Harrison]

It is up to you all to interpret your own bylaws (see RONR pp. 588-591 for some principles to help with that).  However, RONR doesn't provide for a mechanism to cancel meetings so unless your bylaws do provide for a way to cancel meetings you should still have 21 meetings no matter what.  If after the meeting is called to order it is determined there is not a quorum there are steps the assembly can take before adjourning (see RONR pp. 347-348) but in any event it would still be a meeting.

[Richard Brown]

I agree with Chris Harrison, at least for the most part.   It's up to your organization to interpret your bylaws, but I agree with Chris that I think the two meetings that were "canceled" (actually adjourned) due to lack of a quorum were still meetings.  Those meetings were.... or should have been called to order..... and then the absence of a quorum noted in the minutes and then adjourned, unless you take one of the four actions permissible in the absence of a quorum.    There were (or should have been) technically meetings, albeit short ones.

 

The one that was "canceled" due to weather is more problematic.  Although that is something that happens often in real life, Chris is right that RONR provides no method of canceling a meeting.  If your bylaws contain such a provision, then fine.... assuming the meeting was canceled properly.  My personal thoughts on the matter are that I would not count the canceled meeting as a meeting for attendance calculations, but I would count the two that were "canceled" or adjourned due to absence of a quorum.  

 

So, I guess my answer is that I would base the calculation on having had 20 meetings, since members were probably told not to come to the one that was canceled, even though technically it should probably be 21.  It's not my call, though.  It is up to your assembly to decide that question.

[Kim Goldsworthy]

Our non-profit conducts 21 Business Meetings each year.  

In order to maintain eligibility for office and voting rights,

1/3 attendance of these meetings ( 7 meetings) is required per the by-laws.

 

Last year, 1 meeting was canceled due to severe weather.  

There were at  least 2 other meetings called, but were canceled due to not having a quorum present at the meeting.

 

Do these 2 additional meetings count towards the total of 21?  

Or should 1/3 attendance be based off of what would now be 18 meetings for this past year?

You have a customized rule.

Your rule is not based on anything in Robert's Rules of Order.

So The Book won't help you answer your question.

 

Q. Is your rule worded in such a way as to imply,

"the meetings which are to count for attendance purposes must be quorate" (or equivalent wording)?

 

Robert's Rules of Order says that a meeting can:

(a.) convene.

(b.) adjourn

. . . without a quorum.

 

That is, the meeting may be held, even if no quorum is present.

It is a limit on the business which can be legitimately transacted which is inhibited due to a lack of quorum.

 

Put another way:

Just because you don't have a quorum, that does not imply that you cannot have a meeting.

Granted, the meeting might be five or ten seconds long. -- "Open the meeting" and "Close the meeting."

 

But if you do these two steps, you will have held a meeting.

It's all the in-between stuff which suffers for lack-of-quorum.

 

That's The Book.

I am not claiming that your customized rule takes advantage of what Robert's Rules defines as a "meeting".

[Dan Honemann]

So, I guess my answer is that I would base the calculation on having had 20 meetings, since members were probably told not to come to the one that was canceled, even though technically it should probably be 21.  It's not my call, though.  It is up to your assembly to decide that question.

 

Well, since attendance at 7 meetings will be required whether the calculation is based upon 20 or 21 meetings, I guess there's no need to worry too much about it. 

[jstackpo]

I do hope that Mr/Ms dsfritsch includes a good definition of "attendance" in his bylaws.

 

Like "staying awake through entire meeting" or "Not just show up, say hi, sign in, and leave", or "arrive before mid-meeting, and stay to the end".

 

The only good definition of attendance that I know of applies to churches:  "Be there when the collection plate goes around."

[Guest Guest]

Thank you all for the great insight and counsel.

 

By-laws state "....and 1/3 attendance of the company meetings in the previous year to be a voting member"

 

7 would be the correct number for 20 or 21 total meetings (regardless of quorum)

 

 

[Edgar Guest]

By-laws state "....and 1/3 attendance of the company meetings in the previous year to be a voting member"

 

So, if you're not a "voting member" can you still make motions and engage in debate?

[Richard Brown]

Well, since attendance at 7 meetings will be required whether the calculation is based upon 20 or 21 meetings, I guess there's no need to worry too much about it. 

Well, I guess you have a point there. 

[Richard Brown]

I do hope that Mr/Ms dsfritsch includes a good definition of "attendance" in his bylaws.

 

Like "staying awake through entire meeting" or "Not just show up, say hi, sign in, and leave", or "arrive before mid-meeting, and stay to the end".

 

The only good definition of attendance that I know of applies to churches:  "Be there when the collection plate goes around."

 

 

By-laws state "....and 1/3 attendance of the company meetings in the previous year to be a voting member"

 

So, maybe "attendance" means being there for at least 1/3 of the meeting??  

[jstackpo]

Attendance requirements are a minefield.  Get rid of them.

[Gary Novosielski]

Our non-profit conducts 21 Business Meetings each year.  In order to maintain eligibility for office and voting rights, 1/3 attendance of these meetings ( 7 meetings) is required per the by-laws.

 

Last year, 1 meeting was canceled due to severe weather.  There were at  least 2 other meetings called, but were canceled due to not having a quorum present at the meeting.

 

Do these 2 additional meetings count towards the total of 21?  Or should 1/3 attendance be based off of what would now be 18 meetings for this past year?

 

I think I would find it an unreasonable burden to be required to attend a meeting which did not take place.  

 

Therefore, I think it's likely that most groups would interpret "1/3 attendance" to mean of those meetings that actually do occur.  But it's up to your society to interpret and resolve any ambiguities in your bylaws.  And I am not a member of it, so my opinion is limited in its applicability.

[AFS1970]

The only good definition of attendance that I know of applies to churches:  "Be there when the collection plate goes around."

 

I was a member of an organization once that defined attendance as arriving before the reading of the previous minutes were complete. Now this was in general a good idea as it was a clearly listed item on the order of business, but it did lead to two other minor problems. 1) The secretary had to keep noting who came in and updating the roll and 2) what if someone moved to waive the reading of the minutes or if the minutes were not ready to be read? So it was not a perfect rule but for the most part it worked well for us.

[Josh Martin]

Therefore, I think it's likely that most groups would interpret "1/3 attendance" to mean of those meetings that actually do occur.  But it's up to your society to interpret and resolve any ambiguities in your bylaws.  And I am not a member of it, so my opinion is limited in its applicability.

 

Yes, but a meeting without a quorum still occurs.

[Kim Goldsworthy]

Yes, but a meeting without a quorum still occurs.

. . . if someone convenes it.

 

If everybody stands around,

drinking coffee and eating donuts,

and no one stands at the lecturn and says, "The meeting will now come to order,"

you have not yet "held" a meeting.

[Josh Martin]

. . . if someone convenes it.

 

If everybody stands around,

drinking coffee and eating donuts,

and no one stands at the lecturn and says, "The meeting will now come to order,"

you have not yet "held" a meeting.

Okay, a meeting without a quorum should still occur.

[Gary Novosielski]

Yes, but a meeting without a quorum still occurs.

Well, it could, but only if it does.  

 

The OP seemed to suggest that these meetings never actually took place.  How they were canceled may be a mystery, but if nobody shows up it's hard to call that a meeting at all, much less one that "occurs".  Presumably nobody took attendance at the meetings that weren't held, so it's hard to say who, if anyone, was absent.

[jstackpo]

Presumably nobody took attendance at the meetings that weren't held, so it's hard to say who, if anyone, was absent.

 

Which highlights one of the reasons why requiring "attendance" at meetings (to retain some membership right, for example) is a very poor idea.

[George Mervosh]

Mr. Martin has tried to point out twice now, to no avail, that the rule in RONR states:  " In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately."  RONR (11th ed.), p. 247

 

Instead of shooting down his reponses, we should embrace the fact he's trying to point out a rule that could help this group and other groups in the future (we're not the only ones reading this thread), so that those groups don't just sit around eating donuts and shooting the breeze without taking some positive action that will help them remain bylaw compliant.

[Gary Novosielski]

Mr. Martin has tried to point out twice now, to no avail, that the rule in RONR states:  " In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately."  RONR (11th ed.), p. 247

 

Instead of shooting down his reponses, we should embrace the fact he's trying to point out a rule that could help this group and other groups in the future (we're not the only ones reading this thread), so that those groups don't just sit around eating donuts and shooting the breeze without taking some positive action that will help them remain bylaw compliant.

My remarks should not be interpreted as shooting down Mr. Martin's remarks.  In situations where a meeting is scheduled, yet finds itself without a quorum, it can and should meet, even if the only action it takes is to adjourn.  That is exactly the right thing to do, and it might make the OP's situation easier to deal with, since there actually is a meeting (which takes little or no action) and there actually are present and absent members to count (although I agree its not worth the trouble to track such things, for most organizations).

 

That's the right way to do it.

 

I don't know if the OP's group did it the wrong way, by canceling meetings at which a quorum was not expected, because I don't know if it was "properly" canceled (whatever that means).  

 

RONR doesn't provide a way to cancel meetings, except that a motion to Amend Something Previously Adopted may apply, but it often won't, since it can only happen during a meeting, which can be something of a Catch-22.  Some organizations empower the president to cancel meetings, some have other methods, but it's quite likely that an organization that cancels an upcoming meeting, especially at the last minute, has done so improperly, and should instead be following Mr. Martin's advice.

[Richard Brown]

. . . if someone convenes it.

 

If everybody stands around,

drinking coffee and eating donuts,

and no one stands at the lecturn and says, "The meeting will now come to order,"

you have not yet "held" a meeting.

While I agree with the comments by Josh Martin and George Mervosh as to what can and should happen at a scheduled meeting without a quorum, we must not lose sight of the caveat being pointed out by Gary Novosielski and Kim Goldsworthy that that does not appear to be what happened in this case.   I have seen no evidence that this "gathering of a few members" was ever called to order or that any business was conducted.

 

If we are going to treat such scheduled quorumless get togethers as meetings, fine..... but let's do away with the charade of saying the meeting must first be called to order (or "convened") in order for it to be a meeting.  

 

This is an all too common case of what should happen per RONR colliding with the real world of what  actually does happen when a scheduled or properly noticed meeting fails to have a quorum.

 

I don't see it as being any different from the customary real world scenario of organizations treating a resignation as effective even though nobody thought to have it actually accepted.   We routinely say, "if it hasn't been formally accepted, it hasn't happened".   So, why would a quorumless get together that was never called to order and never conducted any business be considered a meeting?  RONR seems to say in several places that the meeting isn't "opened"  until the chair calls it to order.  

 

I will gladly stand corrected if just standing around drinking coffee and eating donuts and grousing about members who didn't show up constitutes an actual "meeting" if it was never called to order and no business was discussed.  I will concede that perhaps failure to call the meeting to order could be considered waived if the group goes on to actually conduct business, much like moving straight to debate without a second, but if the meeting is never called to order, no business is conducted, and it is not adjourned, I don't see how that counts as a meeting (although perhaps it should).

[Gary Novosielski]

... if the meeting is never called to order, no business is conducted, and it is not adjourned, I don't see how that counts as a meeting (although perhaps it should).

 

In this, as in much of life, there is a lot of truth in what actually happens.

 

We've all seen people here posting about a meeting that was scheduled, but "we didn't have a quorum so we couldn't hold the meeting".  

 

Sure, that's incorrect.  They could have and should have held the meeting, i.e., called it to order, possibly tried to take action to achieve a quorum, or adjourned to a time when a quorum could be achieved.  Or maybe they just adjourned--that's still a meeting.  But that's not what they did.  They said, in effect, "Dagnabbit! We can't have a meeting."   They're misinformed, but that's what actually happened.

 

I think when a group gets together and they all agree that they did not have a meeting, then they did not have a meeting.

[Josh Martin]

While I agree with the comments by Josh Martin and George Mervosh as to what can and should happen at a scheduled meeting without a quorum, we must not lose sight of the caveat being pointed out by Gary Novosielski and Kim Goldsworthy that that does not appear to be what happened in this case. I have seen no evidence that this "gathering of a few members" was ever called to order or that any business was conducted.

Well, what the original post says is that "Last year, 1 meeting was canceled due to severe weather. There were at least 2 other meetings called, but were canceled due to not having a quorum present at the meeting." It certainly seems quite likely that the meeting which was (improperly) canceled due to severe weather was canceled in advance, and therefore, no one was present at the time the meeting was supposed to occur, and no meeting was ever called to order.

The situation for the other two meetings is less clear. Since the meetings were "canceled" because a quorum was not present, this presumably means that some members actually were present at the time the meeting was supposed to occur. It's not clear whether, as Mr. Goldsworthy suggests, the members all sat around and ate donuts and then went home or whether (as should have happened), the chair called the meeting to order, but the meeting promptly adjourned due to a lack of quorum.

[Richard Brown]

In this, as in much of life, there is a lot of truth in what actually happens.

 

I think when a group gets together and they all agree that they did not have a meeting, then they did not have a meeting.

I would say that is a pretty good analysis, at least unless the evidence is pretty incontrovertible that they did in fact have a meeting.  In this case, based on what little we know, I agree that they probably did not have a meeting.

[Dan Honemann]

As best I can determine, there is no disagreement here about the rules in RONR, but just a lot of speculation as to the facts (which gets a little boring).