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  1. 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.
  2. Bylaws provide for a vacancy to be filled by election within 60 days. Nomination meeting to be called by Chair. Bylaws also require a quorum of 20 members for "any meeting". Tried to have a nomination meeting, with proper notice to all members but failed to obtain a quorum. Does a properly noticed nomination meeting have to have a quorum? What to do if they can't obtain one?
  3. Guest

    Quorums with vacancies

    We have a nine member municipal board. There are currently two vacancies to the Board from members resigning. What constitutes a quorum if the Board meets?
  4. On a non-profit board, if a quorum of committee members meets outside of regularly scheduled meetings to work together in general on a project so that it can later be reviewed and discussed at a regularly scheduled committee meeting, is their non-scheduled working meeting considered an official meeting of the committee (e.g., requires standard meeting practices such as minutes be taken) because a quorum is present? It may be of value to note that the full committee suggested/requested during a regularly scheduled meeting that they should hold the working meeting in the interim between full committee meetings to help advance the project.
  5. Hi! I'm sure this is going to be an easy one. Then again... Our ByLaws State the following - Article I. Membership Section 2. Dues. Membership dues shall not exceed $25.00 per person per year. The amount of yearly dues shall be determined by the Board of Directors and confirmed by vote of the members no later than the regular meeting date in March. During the Month of March, the Treasurer shall notify members of their dues for the ensuing year. Dues are due and payable on or before June 30th each year. No member may vote whose dues are not paid for the current year. Article II. Meeting and Voting Section 1. Club Meetings. Meetings of the Club shall be held within the xxxxxx area on the second Thursday of each month, at such hour and place as may be designated by the Board of Directors. Notice of such meeting shall be furnished at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be 20 percent of the members in good standing. Section 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Proxy voting will not be permitted at any Club meeting or election. Article VII. Amendments Section 2. The constitution and bylaws may be amended by a 2/3 secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and made available to each member at least two weeks prior to the date of the meeting. Question: A notice went out to the general membership [not sure if it was a whole two weeks prior] indicating the Board was recommending a raise in membership dues and that it would be voted on by the general membership at the next meeting. [Dues will not exceed $25] Club members in good standing = 74 [at the time of the meeting, or so we were told] Vote "by show of hands" Results were 8 FOR - 7 AGAINST Questions: 1. I asked if we had a quorum, I was told we didn't need one. 2. Was the vote "valid"? 3. The members assume the dues have increased, have they? 4. How should this be handled? I appreciate any comments. Dawn
  6. Can anyone help? Our parish council meeting was for 8 p.m. Quorum was not achieved until 9 p.m. Everyone stayed to informally discuss topics until quorum was achieved. Suddenly, a council member stated the meeting was invalid 15 minutes after 8 p.m., forcing us to reschedule our meeting and topics. He claimed "it's in Roberts Rules." I can't find it anywhere. Can anyone help on this point?
  7. According to our society constitution, However, we have an upcoming balloted vote, which, for various reasons, the four holders of these positions are prohibited from voting on. Assume eight members of the committee are present (the two required + six others), and there are six votes. Does a quorum exist? Assume six members of the committee are present (the two required + four others), and there are four votes. Does a quorum exist? Thanks, Brian
  8. Under Roberts Rules do the board members count towards the quorum for a general membership meeting? Our bylaws do not specify this.
  9. One local board asks everyone to settle down at the time the meeting is advertised to start. They then have an invocation prayer, then the pledge of allegiance, then the Public Forum. After all that, the agenda lists an official "Call to Order", then the meat of the meeting starts. Some board members leave during the prayer and public forum - mostly when they don't like the content of what is said. If they leave and a quorum is not present, can I rightfully demand a quorum before continuing? Is a quorum required before continuing the public forum? If not (presumably because there has been no Call to Order), am I required to walk away from the lectern and be quiet. Do I have to be "in order" at all? After all, the meeting has not officially begun.
  10. In a church setting how does one determine a quorum is present? Members have voting rights. We have over 200 members but only have approx 45 individuals attending at one time and not all of them are members. Is this when we should be mailing out proxys to acheive at least 50% of the membership? It has been the practice lately to go ahead and vote on the matter counting those present who have voting rights, and if more than 50% vote one way or the other they consider it offical. Is this correct?
  11. Our condominium association had our annual meeting last night. The main item was the election of board members and proxies were sent out to get the votes of owners that would not be attending the meeting. At the start of the meeting it was determined/announced that a quorum was present. During the meeting a motion was made from the floor and was ruled out of order because the number of owners physically present at the meeting did not represent a quorum. Is this ruling correct? How can you have a quorum for one agenda item but not other items that come up during the meeting?
  12. I've always been under the impression that if a procedural mistake is made during a meeting but no one objects at the time, the result is still considered valid, even if the mistake is discovered after the meeting is over. Is this true, or would the item need to be revisited somehow at a subsequent meeting? A specific example would be if at the beginning of a meeting the chair was informed by the credentials committee that there was a quorum present, but after the meeting it was challenged that some of the delegates had been counted incorrectly (perhaps they did not have the proper proxy form) and that there really had not been a quorum present. If it was found (again, after the meeting) that the challenge had merit, would this invalidate the business conducted at the meeting? If so, what recourse does the chair have to ratify the business?
  13. I am a member of a yacht club in Washington State and chair of our bylaws committee. Our club holds monthly club general dinner meetings (September through June). The meeting follows the dinner each month and we seldom have any business other than committee reports (social committees) as any club business reports from committees are presented to the Board at their monthly meetings. Typical exceptions to this in regard to our regular general meetings would be: Opening the meetingFlag and other opening ceremoniesApproval of previous meeting minutesIntroduction of prospective new or reinstated membersClosing the meetingThe occasional vote (other than May meeting) on minor club issues (typically no notice is given as most often, the issue is "spur of the moment"). It is understood that an example of "minor club issues" would not have implications where member rights would be violated or changes to rules would occurThe nominating committee (elected by the Board each January) is announced at the February general meetingAny bylaw proposed amendments are read typically at the April general meeting however this could happen at other times as well if amendments are to be presented to membership at other than the May general meeting (election meeting)We hold our election of officers in May at the general membership meeting each year (per our bylaws) and typically present proposed amendments to bylaws, if needed here as wellNewly elected officers are installed at the June general membership meeting The quorum to conduct business for general membership meetings is 25% which must include at least 2 of the 3 "Flag Officers" (Commodore, Vice Commodore and Rear Commodore) and at least one of the 5 Trustees. Our Board of Trustees is charged with governing the maintenance and operations of all club functions and activities. They meet one week after our general membership meetings each month (September through June). The Board conducts all business of the club except: Dues/Initiation fee increases and/or assessmentsBylaw changes/amendmentsClub donations in excess of a specified amountBestow "Honorary Life Membership" upon deserving membersElection of OfficersElection to fill vacancies (except for an immediate need - more than a couple of months before our regular elections in May)The above Board business exceptions must be ratified (with notice) by 2/3 vote of voting eligible members at a meeting where a quorum exists and 10 days prior notice is given. Question to the RONR Forum: Would it be appropriate for a motion to (at prior notice meeting) not conduct formal general membership meetings with minutes and only allow "social" committee reports? It is understood that any business listed in the "Board exception" list above requiring attention of the general membership would require a formal business meeting with prior notice. Regards, Jim Anderson
  14. I live in a 55+ co-op in Florida, where we have recently run into a problem for which we have gotten nothing but conflicting opinions 1) Our By-laws state that our board should consist of seven directors, but recently several directors resigned because of political issues. We now have FOUR directors. 2) Our by-laws state " A majority of the whole membership of the Board of Directors shall constitute a quorum for the transaction of any and all business but if at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting." Therefore: - In order to hold a board meeting, do we need a majority of FOUR or a majority of SEVEN? - If four board members are present at a meeting of the board, how many "yes" votes are needed to pass a motion? There's nothing else on this subject in either our documents or the Florida statutes. Thank you for your consideration!
  15. An special board meeting was called but not all elected Board members could attend. We were one short for a quorum to vote on an event to take place - 6 voted yes, needed 7. Minutes and discussion were sent to 5 board members not in attendance. Can they vote even though they were not at the meeting? There is nothing in our bylaws about electronic voting. We are on a tight time schedule - if all agree to accept these votes, is it ok?
  16. Are people who have excused absences from a meeting considered in the quorum of the meeting? i.e. Mark has to travel for the company he works for on business. He is missing the weekly business meeting. His boss has him "excused for business". A quorum of 10 people is needed for the meeting. There are 9 people at the meeting. Does Mark make the 10th since he is "excused"?
  17. Can a certain category of voting members not be counted when determining the requirements for a quorum?
  18. Our organization has some international members. The Bylaws state that these members "cannot be counted in determining a quorum, cannot hold office, and cannot vote on (a specified matter)". The Bylaws also state that the quorum "10% of the members in good standing". If we have 200 members, 10 of whom are international members, is the quorum 20 (10% of 200 members) or 19 (10% of 200 members -10 international)? Thanks!
  19. Is there a way to bypass quorum requirements to enable a body to conduct business at an annual meeting when the body has not been able to meet quorum for the last 5 years?
  20. I've been part of the student senate at a mid-sized university for a couple of months. Recently, some things started getting forced through despite considerable opposition and proper procedure has been overlooked. I don't believe anyone has been acting maliciously - I think it is just out of ignorance. Examples of errors: Example 1: I believe on multiple occasions business has been transacted with a majority present rather than a quorum as defined in the constitution. The quorum requirement for our body is considerably higher than RONR. Example 2: I believe the votes on several issues are being counted incorrectly - Several types of action require 3/4 of quorum or 3/4 of the senate, but they are being treated as either a simple majority vote or a 2/3 vote of those voting. If we have a 40 member senate, with 30 present, and a requirement for "3/4 of the senate" to vote in favor, wouldn't that require 30 "aye" votes? If we have a 40 member senate requiring 3/4 for quorum, and vote requiring "3/4 of quorum", wouldn't that require 23 "aye" votes to pass? Example 3: Counting invalid appointments as voting members - The constitution and bylaws are fairly specific about how much notice is required to legally substitute an alternate representative to the senate. Some appointments are being made without regard for these requirements, and some are even self-declared by the appointee at the time of roll call. Not only are these individuals being permitted to vote, but they are being used to determine quorum. So, my question is this: is there a proper way to deal with such errors after they have occurred? Some of the invalid votes have already resulted in action that cannot be undone, like placing an item before the entire student body for consideration, but others have not resulted in such outcomes. I believe there are sufficient "nay" votes to have stopped several of the actions that were invalidly accepted by the leadership, but it is unlikely that there would be enough to pass a motion to annul or rescind. Because the initial vote was invalid, I don't think a vote should be required anyway. If you could guide me to specific rules or interpretations of RONR regarding this, it would be much appreciated. ~B
  21. Suppose a society adopts RONR as its PA in its bylaws, and has a quorum of 5. Over time the membership drops to 4 with no change to the quorum requirement. At a meeting with all 4 members attending, can they suspend the rules for quorum and transact business? It appears to me that the new language in RONR 11th edition, p. 263, l. 20 through p. 264, l. 5 along with its footnote would allow this, so long as the body meeting has authority to amend its quorum requirement when it has a quorum (and meets whatever other procedural rules are prescribed for amending the quorum). Also, is this a change in rule from the 10th edition, or was it arguably allowed under the 10th edition but simply not stated?
  22. At a meeting recently, there was a motion that was seconded. Approximately 2 minutes into the discussion, point of order in regards to quorum was called. There was not quorum so the meeting ended. Should the motion and second be recorded in the minutes even though they were done without quorum? Secondly, does the motion need to come forward as unfinished business in the next meeting? Thank you
  23. We have a small board of five members. A question has arisen about the chair voting in order to establish a quorum if a vote needs to be taken right away and not all board members can be present. In general our chair only votes to make or break a tie which is their understanding of Robert's Rules. May the chair vote on a motion when their vote is needed to make a quorum? Thank you!
  24. Given the information I have posted below, can you please tell me what is our quorum and, if quorum is met, can a member present issues, not on the agenda, at our General Membership Meeting? Section F clearly states 1% for a meeting of the members but Section E (Notice of Meetings) states "Any other proper matter may be presented at the regular meeting, though not specified in the notice, for membership action, except as provided in Section 7512 ( b ) of the California Corporations Code or its successor section". That section refers to 1/3 of membership. It's the Section 7512 ( b ) of the California Corporations Code that's throwing me off. I don't understand the legalese verbiage. I've posted that section of the California Corporations Code below. Thank you ----------------- Section E Notice of Meetings The notice shall specify the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting (also known as the annual membership meeting), those matters which the board of directors, at the time of the notice is given, intends to present for action by the members. Any other proper matter may be presented at the regular meeting, though not specified in the notice, for membership action, except as provided in Section 7512 ( b ) of the California Corporations Code or its successor section. Section F Quorum A quorum for a meeting of the members, whether regular or special, shall be one percent of the voting members. Section 7512 ( b )of the California Corporations Code ( b )Where a bylaw authorizes a corporation to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended, in person or by proxy, by less than one-third of the voting power are matters notice of the general nature of which was given, pursuant to the first sentence of subdivision ( a ) of Section 7511. ( c ) Subject to subdivision ( b ), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division, or by the articles or the bylaws, the vote of the greater number or voting by classes. (d ) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided in subdivision ( c ).
  25. I serve on the board of a non-profit fraternal/support group. We elect half our board every year. This year we had a small turn-out for the election, 30 out of 272. Our average turn-out for this monthly general membership meeting is between 45 and 65 members. We have no rule requiring a quorum at these general meetings or specifically the meeting in which we hold the election. A faction of our board, along with a small group of supporters of the losing candidate are agitating for nullification of the election on the grounds of a low turn-out. They are going to use inclement weather as an excuse, I don't feel the weather was that bad, though I admit that is subjective we did have snow in the afternoon. Our by-laws are silent on the issue of election nullification, weather cancelations or quorums at general meetings. This group is even calling for an emergency board meeting to decicde the issue. An number of us feel there are no grounds for a special election and it would damage the integrity of our organization. Thanks in advance for your opinions. Pax, John B.
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