Committee quorum question

[wfdickjr]

While reading the Bylaws of our Park Board, I ran across the following statement regarding a quorum for meetings:

"A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Park Board and its authorized committees. Each director present shall be entitled to one vote upon each matter submitted to a vote at any such meeting. If less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the meeting until a time that a quorum is reached."

The custom has been to appoint three or four members of the Board to committees and to accept a majority of the committee roster as a quorum. The language in the Bylaws, however, seems to indicate that every committee would require at least a majority of the board on its roster and present in order to establish a quorum.

I would appreciate your thoughts on this matter. Citations from RONR or other relevant sources would be particularly welcome. Thank you.

[Gary c Tesser]

[snip]

Everybody must'a' gone out for pizza at 4 AM.

That's pretty much the kind of question that I expect Mr Martin has in mind when he says it's up to your people to interpret your bylaws. Out here on the Internet, we faceless lurking zombies and hideous Cthulhu-eating proto-hominid cryptozoic revenant parliamentarians (and aspiring hideous Cthulhu-eating proto-hominid cryptozoic parliamentarians like me) can't do it for you.

You might ask yourselves (don't ask me: I won't know, and Josh Martin probably already does but he adamantly won't tell you) what in the bylaws' procedure for establishing committees of the board allows for committees populated by less than a majority of the board. Stuff like that. Read the bylaws carefully, then do as they say, since you wrote them that way. And do look at the "principles of interpretation" on p. 570 - 573 of RONR for some assistance; I'd particularly pay attention where the word "absurd" appears.

[wfdickjr]

Everybody must'a' gone out for pizza at 4 AM.

That's pretty much the kind of question that I expect Mr Martin has in mind when he says it's up to your people to interpret your bylaws. Out here on the Internet, we faceless lurking zombies and hideous Cthulhu-eating proto-hominid cryptozoic revenant parliamentarians (and aspiring hideous Cthulhu-eating proto-hominid cryptozoic parliamentarians like me) can't do it for you.

You might ask yourselves (don't ask me: I won't know, and Josh Martin probably already does but he adamantly won't tell you) what in the bylaws' procedure for establishing committees of the board allows for committees populated by less than a majority of the board. Stuff like that. Read the bylaws carefully, then do as they say, since you wrote them that way. And do look at the "principles of interpretation" on p. 570 - 573 of RONR for some assistance; I'd particularly pay attention where the word "absurd" appears.

Thank you for your response. If one subtracts the insults, the remainder makes it clear that this was indeed the place to ask my question. Thank you for the reference to principles of interpretation in RONR.

[George Mervosh]

Thank you for your response. If one subtracts the insults, the remainder makes it clear that this was indeed the place to ask my question. Thank you for the reference to principles of interpretation in RONR.

It takes about 8-10 years of reading Gary's postings to understand he never insults anyone, except himself.

If you feel interpretation is needed and you paruse p. 570ff as Gary suggested, it might be wise to propose an amendment to the bylaws that makes the matter crystal clear so that no further interpretation is needed as is stated in the last sentence of Principle of Interpretation 1.

[Gary Novosielski]

While reading the Bylaws of our Park Board, I ran across the following statement regarding a quorum for meetings:

"A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Park Board and its authorized committees. Each director present shall be entitled to one vote upon each matter submitted to a vote at any such meeting. If less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the meeting until a time that a quorum is reached."

The custom has been to appoint three or four members of the Board to committees and to accept a majority of the committee roster as a quorum. The language in the Bylaws, however, seems to indicate that every committee would require at least a majority of the board on its roster and present in order to establish a quorum.

I would appreciate your thoughts on this matter. Citations from RONR or other relevant sources would be particularly welcome. Thank you.

My thoughts are that whoever wrote that, and the people who voted for it, never bothered reading it. But now you're stuck with it until you amend, or better yet delete, it.

If you deleted the whole paragraph (which I would personally recommend) the default rules in RONR would simply require a majority of the members of whatever body is meeting. That's apparently what was intended, but it's a shame that this is not not what it says.

You must interpret your own rules and, when they become unmanageable, fix them.

[wfdickjr]

It takes about 8-10 years of reading Gary's postings to understand he never insults anyone, except himself.

If you feel interpretation is needed and you paruse p. 570ff as Gary suggested, it might be wise to propose an amendment to the bylaws that makes the matter crystal clear so that no further interpretation is needed as is stated in the last sentence of Principle of Interpretation 1.

Thank you for your response to the issue as well as your other words of wisdom. After reading the Principles of Interpretation, I would summarize the situation as follows:

Even though it could be argued that it was a mistake (not the original intent) to include committee meetings in this rather stringent definition of a quorum, committee meetings are nonetheless included. Because the bylaw is unambiguous on that point, the question of original intent is not relevant. Hence, the board may not vote to interpret on grounds of original intent or any other grounds. The board's only choice, therefore, is between abiding by this bylaw as written or amending the bylaws.

Does anyone see flaws in that reasoning?

[Gary Novosielski]

Thank you for your response to the issue as well as your other words of wisdom. After reading the Principles of Interpretation, I would summarize the situation as follows:

Even though it could be argued that it was a mistake (not the original intent) to include committee meetings in this rather stringent definition of a quorum, committee meetings are nonetheless included. Because the bylaw is unambiguous on that point, the question of original intent is not relevant. Hence, the board may not vote to interpret on grounds of original intent or any other grounds. The board's only choice, therefore, is between abiding by this bylaw as written or amending the bylaws.

Does anyone see flaws in that reasoning?

I think you nailed it. The interpretation of ambiguities is only possible where ambiguities actually exist.

[wfdickjr]

My thoughts are that whoever wrote that, and the people who voted for it, never bothered reading it. But now you're stuck with it until you amend, or better yet delete, it.

If you deleted the whole paragraph (which I would personally recommend) the default rules in RONR would simply require a majority of the members of whatever body is meeting. That's apparently what was intended, but it's a shame that this is not not what it says.

You must interpret your own rules and, when they become unmanageable, fix them.

Thank you very much, Mr. Novosielski. Your comments have been especially helpful. I agree completely with your assessment of how this bylaw probably originated and very much appreciate the recommended solution - that does seem to be the simplest way to deal with the issue.

[Gary c Tesser]

Was "proto-hominid" over the top?

(I do remember insulting you once, George. Remember "troglodyte philistine"? I was so tickled and flattered when Ann used the phrase herself shortly after.)

[Sean Hunt]

Was "proto-hominid" over the top?

I didn't think so; I was more curious as to why you didn't aspire to be revenant.

[Gary c Tesser]

I didn't think so; I was more curious as to why you didn't aspire to be revenant.

Aw nuts, yes I did drop that out. No wonder OP wfdick jr felt insulted.

[J. J.]

Was "proto-hominid" over the top?

(I do remember insulting you once, George. Remember "troglodyte philistine"? I was so tickled and flattered when Ann used the phrase herself shortly after.)

No, but you missed solstis. You won't get another chance until September. We can meet at the monolith.

I see no flaw wfdickjr's reasoning, but I am wondering some other part of the bylaws might create a conflict with that interpretation. I think that is what Gary was saying,

Either that, or he thinks the rest of the bylaws are located in the Nameless City.

[Ann Rempel]

Was "proto-hominid" over the top?

(I do remember insulting you once, George. Remember "troglodyte philistine"? I was so tickled and flattered when Ann used the phrase herself shortly after.)

And I aspire to learn what it means so I can use it again. Everyone needs goals.

[Shmuel Gerber]

It takes about 8-10 years of reading Gary's postings to understand he never insults anyone, except himself.

I think Gary insulted my ignorance on this one, though, if he expected me to know what those words mean.

[Shmuel Gerber]

Thank you for your response to the issue as well as your other words of wisdom. After reading the Principles of Interpretation, I would summarize the situation as follows:

Even though it could be argued that it was a mistake (not the original intent) to include committee meetings in this rather stringent definition of a quorum, committee meetings are nonetheless included. Because the bylaw is unambiguous on that point, the question of original intent is not relevant. Hence, the board may not vote to interpret on grounds of original intent or any other grounds. The board's only choice, therefore, is between abiding by this bylaw as written or amending the bylaws.

Does anyone see flaws in that reasoning?

The flaw is that the quorum refers to how many members must be present at a meeting in order for business to be transacted, and if board members are not members of the committee, they can't very well be part of that number at a committee meeting. On the other hand, the second sentence that you quoted seems to say, if interpreted literally, that the board members are actually all (ex officio) members of all the authorized committees, which is also probably not what was intended.

Without reading the section on authorized committees (and the rest of the bylaws too --- no, please don't post them here), we don't know whether any of this is ambiguous or unambiguous, nonsensical or perfectly logical, or inconsistent or consistent with the remainder of the bylaws. (My guess is for the first of each of those choices).