Another Quorum Question

[Guest JayW]

And probably another Bylaws question rather than RONR. (Is there a "Bylaws Interpretation" forum anywhere? I know it wouldn't be "official" but sometimes an experienced eye can provide valuable insight.)

This is a different, but related, organization than in my other question.

The Bylaws state that:

The constitution and by-laws may be amended by a two-thirds vote of the members present at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

"Regular meeting" and "special meeting" are not defined specifically -- the Bylaws list Club Meeting, Special Club Meeting, Board Meeting, and Special Board Meeting.

These Bylaws also state that "General management of the Club’s affairs shall be entrusted to the Board of Directors." It's less of a problem in this group, since by and large the Board members are the only ones who show up at meetings.

We are having issues with making quorum, and would like to revise our Bylaws to add a non-voting membership category that would not count toward our quorum. (Many of our members have retired out of state and cannot attend meetings, so not being able to vote would not make any difference to them.)

If we call a Board meeting for 7:00 p.m. to vote on the Bylaws amendments, and then call a Club meeting for 7:05 p.m. to vote on the Bylaws amendments, both with proper notice, if we do not have enough members for a quorum at the Club meeting will the Board's vote on the amendments be sufficient to pass (or not) them?

[Dan Honemann]

And probably another Bylaws question rather than RONR. (Is there a "Bylaws Interpretation" forum anywhere? I know it wouldn't be "official" but sometimes an experienced eye can provide valuable insight.)

This is a different, but related, organization than in my other question.

The Bylaws state that:

The constitution and by-laws may be amended by a two-thirds vote of the members present at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

"Regular meeting" and "special meeting" are not defined specifically -- the Bylaws list Club Meeting, Special Club Meeting, Board Meeting, and Special Board Meeting.

These Bylaws also state that "General management of the Club’s affairs shall be entrusted to the Board of Directors." It's less of a problem in this group, since by and large the Board members are the only ones who show up at meetings.

We are having issues with making quorum, and would like to revise our Bylaws to add a non-voting membership category that would not count toward our quorum. (Many of our members have retired out of state and cannot attend meetings, so not being able to vote would not make any difference to them.)

If we call a Board meeting for 7:00 p.m. to vote on the Bylaws amendments, and then call a Club meeting for 7:05 p.m. to vote on the Bylaws amendments, both with proper notice, if we do not have enough members for a quorum at the Club meeting will the Board's vote on the amendments be sufficient to pass (or not) them?

This does not appear to be a quorum question; it appears to be a question about whether or not your board has the power to amend your bylaws.

The answer, based solely upon what you have posted, would appear to be "no", but there may be other relevant provisions in your governing documents.

[Guest JayW]

Thanks, Dan. You're right, of course -- it's a quorum question in my head because the whole issue we have is whether or not we'll be able to make quorum at the meeting to change the Bylaws.

I don't think there are any other relevant provisions; the Bylaws don't even allow voting by mail, which is something we'd otherwise consider.

[David A Foulkes]

Thanks, Dan. You're right, of course -- it's a quorum question in my head because the whole issue we have is whether or not we'll be able to make quorum at the meeting to change the Bylaws.

I don't think there are any other relevant provisions; the Bylaws don't even allow voting by mail, which is something we'd otherwise consider.

It does seem like it's the Club's authority to amend the bylaws, so I'm not even sure having the Board vote on them is appropriate, never mind a wasted effort. So it comes down to a quorum issue for the Club meeting, and it sounds like you need to amend the bylaws to lower the quorum, and there's the rub. So, for one meeting, after having arranged all the ducks (i.e. notice of amendment, etc) to pull it off, call a special meeting and offer pizza and beer and door prizes after the voting is done and get that quorum lowered.

[Guest JayW]

Thanks, David, you're a star!

We've been calling Board meetings just ahead of membership meetings so that, if we don't have a membership quorum, the Board can still perform necessary tasks. If the Board had been able to amend the Bylaws, we would have called the meeting with that purpose; since it seems that's not possible, we'll just call the regular Board meeting. Offering enticements to get members to attend is a great idea -- we'll put our thinking caps on to see what would work best!