Quorum

[Guest Sheryl]

Hi. I am helping a collegiate corporation that has the following clause in their bylaws concerning what is quorum for an annual meeting:

"Section 3. In order to constitute a quorum for the transaction of any business at any meeting of the corporation, there shall be present in person, one half of the college members of the corporation and five or more of the alumnae members, in addition there shall be proxy votes from one half of the alumnae members."

Am I reading this correctly that to have quorum the organization must have:

1. One-half of the college members of the corporation must be in attendance AND

2. At least 5 alumnae members must be in attendance AND

3. Proxy votes from 1/2 of all alumnae members.

If I am reading this correctly and they do not have proxy votes from one-half of all alumnae members, is there any way to override this requirement so they can conduct business? The chances of receiving even 1% of all alumnae members is next to none, let alone trying to get 50%. We need to be able to amend the bylaws, which can be done only at an annual meeting of members, so if we can never achieve quorum, how can be conduct business and move on?

Thanks for your assistance!

[Chris Harrison]

Hi. I am helping a collegiate corporation that has the following clause in their bylaws concerning what is quorum for an annual meeting:

"Section 3. In order to constitute a quorum for the transaction of any business at any meeting of the corporation, there shall be present in person, one half of the college members of the corporation and five or more of the alumnae members, in addition there shall be proxy votes from one half of the alumnae members."

Am I reading this correctly that to have quorum the organization must have:

1. One-half of the college members of the corporation must be in attendance AND

2. At least 5 alumnae members must be in attendance AND

3. Proxy votes from 1/2 of all alumnae members.

If I am reading this correctly and they do not have proxy votes from one-half of all alumnae members, is there any way to override this requirement so they can conduct business? The chances of receiving even 1% of all alumnae members is next to none, let alone trying to get 50%. We need to be able to amend the bylaws, which can be done only at an annual meeting of members, so if we can never achieve quorum, how can be conduct business and move on?

Thanks for your assistance!

If you don't have a quorum you don't have a quorum and RONR won't give you any way to override the quorum requirement. What you will need to do is sweeten the pot to get people to attend the meeting. Some ideas could be to give out door prizes for people who attend the meetings (or for whoever the proxy is being held), offer refreshments (booze works well ), or whatever might work. Another way might be to propose an amendment to the bylaws that would be so controversial or outrageous that people will want to attend the meeting so they can be sure it will be voted down. Also, since you said this is a corporation check any applicable laws or rules from a superior organization that may give you all some wiggle room.

[Robert B Fish]

3. Proxy votes from 1/2 of all alumnae members.

You might also check the bylaws to see what constitutes being an alumnae member. You might have a long list of persons who were in the group when they were students there but are they still alumnae members? for example, do you require payment of dues to remain a member? Otherwise, you might be counting as members people who have no interest in the group or those who are actually deceased.

-Bob

[Josh Martin]

Am I reading this correctly that to have quorum the organization must have:

1. One-half of the college members of the corporation must be in attendance AND

2. At least 5 alumnae members must be in attendance AND

3. Proxy votes from 1/2 of all alumnae members.

It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for more information.

If I am reading this correctly and they do not have proxy votes from one-half of all alumnae members, is there any way to override this requirement so they can conduct business?

No, the rules relating to a quorum may not be suspended.

We need to be able to amend the bylaws, which can be done only at an annual meeting of members, so if we can never achieve quorum, how can be conduct business and move on?

You can't. Somehow, you need to get a quorum.