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  1. Recently, during the special meeting, we needed to address two urgent matters. We were two members short on the required quorum of (25) members in attendance, as stated in our bylaws. A motion was seconded and moved to suspend the quorum section of our bylaws--even though we knew that we violated the bylaws per RONR--the decisions did not affect any finances and/or membership. The president did not rule the motion out of order and we proceeded with the special meeting even though all officers voted in favor on two motions. Later the board decided the meeting was null and void. We are a very small non-profit organization with less than 150 members--our membership grows in size during special events. Active participants averages about 20 - 40 members. My argument is that if two out of seven members to the board did not attend their board meeting would result in 5/7 = 71 percent in attendance. Whereas, a special meeting (or any general meeting) requires 25 members in attendance, we had 23/25 = 92 percent in attendance, which is 21 percent difference. All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed. For your information, using the percentage of current membership for a quorum will not work for our organization. Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws? To reiterate, the main concern was a major change to the meeting location that we attended for 100+ years and that the meetings took too long, which is why we wanted to change it to twice a year. The quorum requirement during the general meeting had been challenging in the last few years. I appreciate your input and/or advice.
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