Minimum Required Percentage Of A Quorum

[Guest Greg]

It is a fact that most if not all, obtaining a Quorum in an association's meeting is a major problem. We are are planning to amend our recent bylaws which require that majority (50%+1) of the members in good standing present in person or by proxy shall constitute a quorum at any meeting of the members for the transaction of the business. We want to reduce this to 25%. Is 25% allowed?

[dglynch]

There is no restriction in Robert's Rules of Order on the size of your quorum. In fact, RONR places no restrictions on the content of your bylaws whatsoever.

However, if your association is governed or regulated by any other body or jurisdiction, you should check with them.

[Guest Greg]

Dan, thank you for the most valued info.

[Bruce Lages]

Greg -

Two observations: Firstly, I'm not sure if the 50%+1 is actually in your bylaws or not, but that is not how RONR defines a majority, which is "more than half". There is a difference. Secondly, if your bylaws actually say "majority (50%+1) of the members in good standing present in person or by proxy shall constitute a quorum at any meeting...", then you have no quorum. No matter how many members are present (in person or by proxy), 50% of that number will always be present as well.

[Rev Ed]

I concur, a majority is "more than half" not "50%+1". However, the organization is free to adopt its own quorum. Quorum should be the minimum number of people who are likely to attend the meeting. Page 21 ll. 12-17 of RONR. This number is left up to the Society. However, I would say that 25% would seem likely to be fair.

[Trina]

It is a fact that most if not all, obtaining a Quorum in an association's meeting is a major problem. We are are planning to amend our recent bylaws which require that majority (50%+1) of the members in good standing present in person or by proxy shall constitute a quorum at any meeting of the members for the transaction of the business. We want to reduce this to 25%. Is 25% allowed?

One other aspect, which hopefully is obvious, is that you will need to meet your current quorum requirement (no matter how major a problem it is to get that many members to participate in a meeting) in order to properly adopt such an amendment to your bylaws.

[Bruce Lages]

Does it not seem obvious, from the exact wording provided by guest Greg in the original post, that their current quorum requirement is actually no quorum at all?

[Dan Honemann]

Does it not seem obvious, from the exact wording provided by guest Greg in the original post, that their current quorum requirement is actually no quorum at all?

No.

[Bruce Lages]

Sorry, Dan, I don't understand. If their current quorum requirement is 50%+1 of the members in good standing present (my emphasis) in person or by proxy, won't that condition always be met no matter how many persons are present in person or by proxy?

[Dan Honemann]

Does it not seem obvious, from the exact wording provided by guest Greg in the original post, that their current quorum requirement is actually no quorum at all?

A "majority (50%+1) of the members in good standing present in person or by proxy shall constitute a quorum at any meeting of the members for the transaction of the business" should be interpreted to mean what it is obviously intended to mean, not nonsense.

[g40]

Sorry, Dan, I don't understand. If their current quorum requirement is 50%+1 of the members in good standing present (my emphasis) in person or by proxy, won't that condition always be met no matter how many persons are present in person or by proxy?

There are several ways, in my opinion, to read/interpret this requirement. One way, as you read it, is that the 50%+1 applies to those actually showing up. As you state, this is always true. Another way, that actually makes sense, is to have an implied "be" between standing and present. The 50%+1 applies to the members in good standing and the quorumis satisfied if that number is present. I think such wording might be an archaic form of the English language OR taking something like Latin grammar and moving it into English. (Nominative absolute or ablative absolute or something like that)

[dglynch]

This way of expressing the quorum is slightly different from how it's done in RONR, but that does not make it invalid, incorrect, or even ambiguous.

In fact, I find it interesting that the sample bylaws contained in Nathan's Company Meetings Including Rules of Order (another parliamentary authority) use almost exactly the same wording, but with a fixed number rather than a fraction:

"Two shareholders present in person or by proxy shall be a quorum at any meeting of the shareholders..." - Nathan's (7th ed.), p. 230

Clearly, the word "present" in this rule does not have the meaningless meaning proposed earlier in this thread.

[Guest Greg]

Thank you gentlemen for your remarks. I confirm that majority is defined as 50%+1, meaning that for an association with 500 members, the defined majority is 251 (250+1).

[tctheatc]

Sorry, Dan, I don't understand. If their current quorum requirement is 50%+1 of the members in good standing present (my emphasis) in person or by proxy, won't that condition always be met no matter how many persons are present in person or by proxy?

Our church's bylaws have very similar wording, and I am often trying to convince people that it means what it was meant to mean, not nonsense by suggesting the word "being" be inferred in between 'standing' and 'present'. IOW, if a majority (or 50% +1 in this case) are present, then a quorum exists. It has to mean that, because the only alternative is gibberish (as Dan suggests). But, yes, Bruce, I do see your basic point that the way it's worded, if you take it literally, suggests that just over half of whoever shows up will be called a quorum, which is silly. Nonetheless, we have many in my group who vehemently assert exactly that!!

[David A Foulkes]

Nonetheless, we have many in my group who vehemently assert exactly that!!

Do you not think then that this suggests an ambiguity exists, which warrants interpretation (as well as amendment) by the membership?

[tctheatc]

Yes, David, I do. But there is ambiguity that is borne out of reasonable differences in interpretation, and ambiguity that is borne out of some not knowing anything at all about parliamentary procedure. To be clear, those that vehemently assert the quorum is half of whoever shows up, make the assertion before they are shown the definition of quorum in RONR.

It's a process, and as I have undertaken to educate myself on parliamentary procedure, we as a group have been making some progress. In fact, there is a bylaws revision in the works that will hopefully be proposed to the membership in a few months.

[Gary Novosielski]

Thank you gentlemen for your remarks. I confirm that majority is defined as 50%+1, meaning that for an association with 500 members, the defined majority is 251 (250+1).

Nevertheless, it is not defined that way in RONR. The word "majority", correctly understood, means "more than half" so that in an association with 500 members, yes, a majority would be "more than 250", i.e, 251. But in an organization of 501 members, a majority would be "more than 250.5", i.e., still 251.

Using your non-standard rule, however, it would be 252: (250.5 + 1 = 251.5) which, unless you have half-members, would require 252 people to be present.

[Guest Catherine Essary]

My question: what do we do at a board meeting if we have no quorum and we need to transact business.

[Guest Edgar]

My question: what do we do at a board meeting if we have no quorum and we need to transact business.

Make some phone calls (or walk across the street to drag the other board members out of the bar).

Or adjourn (continue) the meeting to a later date when a quorum will be more likely.

Otherwise, no quorum = no business.

[Tim Wynn]

My question: what do we do at a board meeting if we have no quorum and we need to transact business.

As Mr. ... uh... Edgar said, you can set a time and place for an adjourned meeting, where you might have a better chance of obtaining a quorum.

(perhaps a regal medieval structure atop an extreme incline.)