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  1. A quorum for our board is 50 % plus 1, president has deciding vote in case of a tie. Here is the situation: Two board members are at odds with the ED and want to terminate the ED. Due to 3 resignations and 1 death our board is short 4 directors. Interviews are being held to fill the vacancies but the selected candidates are not yet officially on the board. Without a full board there are only 8 other votes in addition to the 2 directors at centre of the conflict. I believe that if 4 additional votes are included it could change the outcome significantly. Therefore, I want to know if we have a "legal" quorum if votes and decisions are taken with a smaller number than usual. Thank you for your opinion. Chloe
  2. In our organizations by-laws under quorum at the annual meeting, it states; owners present and voting at a duly called meeting shall constitute a quorum. Proxy votes will be permitted. Questions raised now are: Do these two statements conflict? "owners present and voting" and "proxy votes" permitted since clearly if you have a proxy vote, they are not present? Does the vagueness of stating just cottages present and voting.....consitute a quorum, give credence to if only 3 owners attend, a quorum has been reached? Our by-laws do not currently state a specific number but NYS non-profit law mentions (a) Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members, voting as a class, members entitled to cast a majority of the total number of votes entitled to be cast by such class shall constitute a quorum for the transaction of such specified items of business." (b) The certificate of incorporation or the by-laws may provide for any lesser quorum not less than the members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, and may, under section 615 (Greater requirement as to quorum and vote of members), provide for a greater quorum. Under these laws, we have 49 owners, would this mean 25 in section a, above? is the quorum required or at least 5 in the 10% rule in section b? We want to clean up this wording to prevent future conflicts at this years annual meeting by amending the by-law. Any suggestions greatly appreciated.
  3. If a meeting is started with a quorum and at some point the quorum is lost, is the meeting automatically adjourned? Or does the normal rules still govern requiring a motion to adjourn, a second and a majority affirmative vote?
  4. Well, Our membership recruitment curve was straighter than our knowledge of RR's curve. So, we are now in a situation that since our bylaws are silent on quorum numbers, it has defaulted to a simple majority. Which is, of course, too large. We haven't had a quorum for the last two meetings. To make matters worse, our bylaws can't be changed without a two-thirds vote of the association! My question is this: is there anything at all we can do to try to fix this problem if it is permanently impossible to get two-thirds of the assocation in the room at the same time? Any ideas greatly appreciated. Joe
  5. We had 7 people on the board. One has recently resigned leaving 6. One member will be absent for the next meeing Quorum would still be 5. When voting, if two of the 5 declare a conflict can the remaining 3 make make motions and still vote.
  6. A planning commission has 7 members. 4 show up for the meeting. 1 recuses himself and leaves. Can the remaining 3 vote on a measure? If they can (and they did in this case), and the vote is 2 yea -1 nay does the measure pass? ie, is it necessary to have a majority of the remaining members (which would be 2) or a majority of the initial quorum (3)? Any citations from RONR greatly appreciated.
  7. Guest


    If an Organization fixes 50 members as quorum for starting a General Body meeting in a total membership of 300 plus and if a meeting starts with 100 people, what is the quorum required to continue the meeting? Is it 50 members or 1/3rd of the 100 people who started the meeting?
  8. There is a possibility at our annual general meeting that if a former board member gets elected this year, most of the board will immediately resign, state their reasons and walk out of the meeting. I am concerned we will then not have enough board members to form a quorum to hold a board meeting, and no one to chair, record minutes, sign cheques, pay bills, etc. Effectively our club will cease to be able to do business. Here are my questions should these newly elected officers and board directors resign and walk out: Can someone make a motion to have the board member causing these resignations to be removed from their elected position (if they won`t resign of their own accord). Does the membership vote to accept or reject all of these resignations (I assume a simple majority is needed). If the resignations are accepted do we hold a new election immediately while we have the membership altogether. What do we do if we cannot fill out the board to achieve a quorum for board meetings.
  9. The Association of Constituent Units has 293 member units. Some believe that 147 constituent units represented in person or by proxy constitute a quorum for any annual or special meeting. Is this correct? Quotes from the Bylaws follow: "The membership of the Association shall consist of the individual Constituent Units that have been accepted into membership . . ." "A majority of the Constituent Units entitled to vote at any annual or special meeting, and who are present in person or by proxy, shall constitute a quorum for such meeting." "At any annual meeting of the Association, each Constituent Unit in good standing may be represented by one voting delegate and one alternate, such alternate being entitled to vote only in the absence of the voting delegate. Each Constituent Unit shall be entitled to one vote, either by the delegate present or by proxy."
  10. Can the minimum committee member requirement be greater than the quorum set for that committee? Does the minimum member requirement set the quorum? i.e. An organization states, “All committees must have a minimum of 5 members. They shall have a quorum if 3 members are present at the meeting.” By parliamentary procedure is the quorum set at 5 based on the minimum committee member requirement?
  11. Due to a lack of a quorum at recent meetings our senate has not been able to conduct any business. A motion was made via email (without convening a meeting) to tempiorary allow regular business (voting on minutes, financial report, etc.) to proceed without a quorum presence. Is this motion valid?
  12. Guest


    The Board of a sports club meets; 6 members are present and 5 is a quorum. Subject X comes up for discussion and vote. Two members excuse themselves and leave the room and return when X has been voted on. The object of their action is rather than being outvoted they leave the meeting so that there is no quorum and no binding vote can be taken on X. Does this work? Or is there still a quorum because they attended the meeting from the start?
  13. Guest

    quorum rules

    Last week, a Board of Directors for a housing association (I am the secretary) held its regularly scheduled meeting. Due to illness etc, we didn't have a quorum as defined by our bylaws. The President jumped in and "suspended the rules" and appointed the husband of a missing Board member to fill in so that we would have a quorum. We were all surprised, but had no controversial business and because no one was able to contradict the action we let it go by and held the meeting. Tonight, a Board of a regional assocation held its monthly meeting. My husband is president. They failed to have a quorum.. maybe its the weather.. or the flu?? Anyway, they followed their bylaws and didn't have a meeting but just a discussion of future plans. A member approached him later and asked why he didn't just "suspend the rules" and hold a meeting. He took the position that such action would be improper. I agree with him, but thought I'd ask the experts. If the Bylaws are clear on the numbers necessary for a quorum, and they don't allow for proxy voting, isn't it wrong to use the "suspend the rules" option in this case? It doesn't feel right but the one President was so positive that this could be done, that it left the Board confused.
  14. Our board of directors is made up of 12 members. 20% of which needs to be athletes so if all members are in attendance there should be 3 athletes on our board. Right now we have 4 non athlete members present and 1 athlete member. Is it possible for us to have a quorum? If I understand the rules 1 is 20% of the total 5 members that are present? My question is if the athlete's voting power is weighted to the full voting power of the board for a quorum (so the athlete would have a voting power of 3 currently) or is the athlete's voting power weighted to the member of the board who are present (4 members are present other than the 1 athlete)?
  15. Guest

    Building a Quorum

    I am the vice chair of a county political party that just re-affiliated. We have standing bylaws from some time ago. The problem is, the current number of official members of the county party is less than the stated number required to comprise a quorum. It is currently stated as a whole number, not a percentage. My dilemma is this, since we don't even have the required number of members how can we legally amend the bylaws?
  16. Here is the situation: 1. In a large assembly, a division vote has started. 2. While the vote is being conducted, a member raises a point of order that a quorum is not present. 3. At that moment, the chair is not certain whether a quorum is present. Should the chair stop the vote and conduct a quorum count, or overrule the point of order, or do something else?
  17. What is the correct process to follow when you arrive at your meeting and don't have quorum? Do you call it to order? I am thinking that I would call it to order, certify that quorum is not achieved, set date for adjourned meeting and then adjourn to that date.
  18. rsl


    If a person recuses herself from a presentation in a meeting, can she be counted as part of the quorum for the vote on that item? The situation was that a committee member recused herself from hearing a case because she worked for the applicant. In order to establish a quorum, the committee later counted her vote as an abstention. What are Robert's Rules?
  19. If no quorom is present at a HOA yearly meeting, what should be done? We normally would approve a new budget and elect new officers. Do we schedule another meeting and try again or move forward with the same budget and existing officers? We only meet once a year and our bylaws only say that we must have a quorum present. Thanks for any advise. Mike
  20. If a election meeting was cancelled due to not enough officer to make a quorum. Is it right to let the general membership know that the meeting was rescheduled so if anyone wanted to add their name to the ballot or dispute a nominee?
  21. Hi, we recenlty had a meeting where we lost quorum towards the end and althoguh we had rearranged the agenda so that only items for information were left, ii don't know how to properly record these last items in our minutes. Normally, there is still a vote to receive the item for information and it is recorded as being carried or not. However, since there could not be any votes, are these items simply recorded as "received for information" and must they be brought to a subsequent meeting with quorum to be voted on (to be received)? You input is appreciated!
  22. In a local city council, the council rules, which must be adopted by a majority, also contain a provision that says that the rules may be "temporarily suspended" by a majority. A quorum is defined as 5 members. There are a total of 7 members but one seat is vacant. 2 of the members refuse to attend a meeting to constitute a quorum so that the motion to fill the vacancy can be voted on. A "special meeting" can be called by the President. He is willing to do that. Can the other 4 members (a majority) attend a special meeting called by the president, move to suspend the rules temporarily to change the definition of "quorum" from 5 to 4, then vote on the motion to fill the vacancy?
  23. At an annual society conference, is there particular wording the president should use to declare the presence of a quorum after the credentials report has been adopted? I thought it was in RONR but now can't find it. Also- the president wants to announce the "voting strength" after declaring quorum. What is "voting strength"? Is it the same as "total number entitled to vote"? I'm not finding answers on Google nor seeing any in RONR. Thank you!
  24. How does a group conduct business when some members are deliberately remaining absent in order to defeat a quorum? If a group's rules provide that 7 members are necessary to constitute a quorum, and two members won't return to the assembly in order for the group to conduct business, what can the remaining members do? Also, the group's rules do not allow it to redefine a quorum as less than 7.
  25. Guest

    Quorum vs. votes

    At a recent meeting where a vote was taken by the Board of Directors of an Association there were 8 members present which constituted a quorum. Two of the members do not have a vote by virtue of their office: Chairperson (who is VP by in the position of chair because the President elect died), and the past president who also does not have a vote. Therefore, only 6 members voted on an issue. My question is how is a simple or 2/3 majority decided on - based on the 6 people eligible to vote or the 8 people (two without a vote) who were present? It seems strange to me that 2 non-voters could have a huge impact on the outcome of a vote which in this case was a serious one - the reinstatement of a board member after an automatyic suspension for missing some board meetings. The Board argued that quorum was 8 despite the fact that 2 people could not vote and that the majority would be calulated based on 8 people present, not the 6 people voting? Which is correct? Cheers, and thanks
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