Voting Members vs. Total Membership

[JayW]

Our Bylaws state that for a membership meeting (regular or special), a quorum consists of x members or y% of the "total membership".

We have a few Honorary members, who have all the rights of membership except voting and holding office. RONR defines "members" as those who have "full participating membership". In that light, the "total membership" would, it appears, mean only the voting members. I realize, however, that this is likely a Bylaws issue and it is up to our club to determine the actual meaning. We are, in fact, attempting to amend the Bylaws and change the wording to "voting membership" to clarify.

That said, if we assume that by "total membership" our Bylaws refer to both the voting and non-voting members -- which is how we've always treated it in the past -- am I correct in thinking that if our quorum is, say, 12 members and we have 10 voting members and 2 Honorary members attend, we have reached a quorum? (In other words, would anything in RONR contradict that?)

Our Bylaws amendments will affect our membership renewals and nomination of officers, both of which happen at our November meeting. (We have already failed to make quorum at our October meeting.) If we have a special meeting to amend the Bylaws, and still fail to make quorum, can the members present vote to suspect the quorum requirement and then vote on the Bylaws amendments, with the action being ratified at the next quorate meeting? (We may or may not have a quorum in November, but will have one in December.) Clearly this is a risky tack because if the membership at the December meeting votes to not ratify the Bylaws amendments, we will have a heck of a mess -- but given the complete lack of input on the topic from those who have not attended the meetings, we feel it will be a low risk.

Also, just to be sure, since the motion to ratify is a main motion, it would require a majority vote to pass, right?

Thanks, as always, for the advice and insight.

[David A Foulkes]

I realize, however, that this is likely a Bylaws issue and it is up to our club to determine the actual meaning.

I move to strike "likely."

That said, if we assume that by "total membership" our Bylaws refer to both the voting and non-voting members -- which is how we've always treated it in the past -- am I correct in thinking that if our quorum is, say, 12 members and we have 10 voting members and 2 Honorary members attend, we have reached a quorum? (In other words, would anything in RONR contradict that?)

For argument's sake, where would you be if all you had present at the meeting was 12 honorary members?

While I am unfortunately sans livre at the moment (and thus cannot provide a citation), RONR does define quorum as the minimum number of voting members that must be present at a duly called meeting in order to conduct business.

[Guest Edgar]

Wait until you have an ironclad quorum before doing anything as fundamental as amending the bylaws.

[JayW]

For argument's sake, where would you be if all you had present at the meeting was 12 honorary members?

I see your point. Although I suppose some business could still be conducted, couldn't it, which doesn't require a vote? Accepting minutes, receiving committee reports, that kind of thing, which I don't think you can do without a quorum. (Sorry, off-topic, but an interesting situation.)

RONR does define quorum as the minimum number of voting members that must be present at a duly called meeting in order to conduct business.

So we can argue that "total membership" does, in actuality, mean "voting membership" and reduce our quorum threshold? (It's a matter of a quorum of 12 vs. a quorum of 11, but unfortunately one person might make all the difference!) And then do we send notice of the meeting only to voting members?

Wait until you have an ironclad quorum before doing anything as fundamental as amending the bylaws.

We really would like to, and we're doing our best to entice people to this special meeting (free food, door prizes, etc.), but if we don't amend the Bylaws before our November meeting we'll have another year of a quorum we almost never reach and no one to hold office....

We are getting desperate, honestly, and since we've given our members more than ample time to provide input if they have any we feel the chances of the changes not being ratified are slim to none. We first discussed changing the Bylaws in June; we advised members at our July (quorate) meeting that we would be amending the Bylaws; we discussed various options for changes in August (non-quorate); the Board presented the recommended changes in September (quorate); and we were supposed to vote on the changes in October (no quorum). Every mention of changing the Bylaws was included in the meeting minutes, which included in our monthly newsletter, sent to every member a week or so prior to the next meeting. The recommendations to be discussed at the September meeting were included in detail in the newsletter sent prior to the September meeting. The actual amendments were mailed to every member, with an explanation of the changes and an annotated copy of the Bylaws, two weeks prior to our October meeting (as required by the Bylaws). We have heard from one person, who lives out of state and cannot generally attend meetings, in response to the Bylaws amendments. Other than that, save the people who attended the September and October meetings, we've had dead silence.

Obviously, we are still hoping for a quorum at our special meeting, but we may consider desperate measures if we don't obtain one.

[Gary Novosielski]

I see your point. Although I suppose some business could still be conducted, couldn't it, which doesn't require a vote? Accepting minutes, receiving committee reports, that kind of thing, which I don't think you can do without a quorum. (Sorry, off-topic, but an interesting situation.)

No, you can't do any of that without a "vote", because a unanimous consent request is tantamount to approval, and a non-voting member can't approve of anything, consent to anything, or object to anything. If you have no voting members you can't approve minutes receive reports, give previous notice, or do anything, not even adjourn, since a non-voting member can't consent to a unanimous consent request. The chair could declare the meeting adjourned because no business could properly come before it in that condition.

So we can argue that "total membership" does, in actuality, mean "voting membership" and reduce our quorum threshold? (It's a matter of a quorum of 12 vs. a quorum of 11, but unfortunately one person might make all the difference!) And then do we send notice of the meeting only to voting members?

You can argue anything you want. It's up to the assembly to decide how an ambiguity should be interpreted. You send notice to all "members". How you interpret that is also up to the assembly.

[Trina]

...

Our Bylaws amendments will affect our membership renewals and nomination of officers, both of which happen at our November meeting. (We have already failed to make quorum at our October meeting.) If we have a special meeting to amend the Bylaws, and still fail to make quorum, can the members present vote to suspect the quorum requirement and then vote on the Bylaws amendments, with the action being ratified at the next quorate meeting? (We may or may not have a quorum in November, but will have one in December.)...

...

We really would like to, and we're doing our best to entice people to this special meeting (free food, door prizes, etc.), but if we don't amend the Bylaws before our November meeting we'll have another year of a quorum we almost never reach and no one to hold office....

We are getting desperate, honestly, and since we've given our members more than ample time to provide input if they have any we feel the chances of the changes not being ratified are slim to none. We first discussed changing the Bylaws in June; we advised members at our July (quorate) meeting that we would be amending the Bylaws; we discussed various options for changes in August (non-quorate); the Board presented the recommended changes in September (quorate); and we were supposed to vote on the changes in October (no quorum). Every mention of changing the Bylaws was included in the meeting minutes, which included in our monthly newsletter, sent to every member a week or so prior to the next meeting. The recommendations to be discussed at the September meeting were included in detail in the newsletter sent prior to the September meeting. The actual amendments were mailed to every member, with an explanation of the changes and an annotated copy of the Bylaws, two weeks prior to our October meeting (as required by the Bylaws). We have heard from one person, who lives out of state and cannot generally attend meetings, in response to the Bylaws amendments. Other than that, save the people who attended the September and October meetings, we've had dead silence.

Obviously, we are still hoping for a quorum at our special meeting, but we may consider desperate measures if we don't obtain one.

I'm probably missing something (maybe something from your bylaws that hasn't been mentioned), but I'm not sure why you need the special meeting...

Why not plan to do your bylaws voting at the November meeting, before you hold the elections (or nominations, if that's all you normally do in November). Bylaws amendments take effect immediately, according to RONR. If the November meeting has quorum, all would seem to be well. If you don't have quorum at the November meeting, why not just fix the time to which to adjourn (and pick the time of the December meeting, at which you say you're certain you will have quorum)? Then you could do all the business (bylaws amendment, etc.) with a solid quorum. Fixing a time to which to adjourn is one of the (few) things an inquorate meeting can properly do. I have a bit of an uncertainty over whether it's kosher to fix a time to which to adjourn which is identical to the time of an already scheduled meeting -- if I'm wrong about this, I'm sure someone will jump on it fairly promptly.

This is leaving aside all the uncertainties about voting vs. nonvoting members -- I'm hoping you're expecting an unassailable quorum at the December meeting (?)

[Rob Elsman]

I'm probably missing something (maybe something from your bylaws that hasn't been mentioned), but I'm not sure why you need the special meeting...

Why not plan to do your bylaws voting at the November meeting, before you hold the elections (or nominations, if that's all you normally do in November). Bylaws amendments take effect immediately, according to RONR. If the November meeting has quorum, all would seem to be well. If you don't have quorum at the November meeting, why not just fix the time to which to adjourn (and pick the time of the December meeting, at which you say you're certain you will have quorum)? Then you could do all the business (bylaws amendment, etc.) with a solid quorum. Fixing a time to which to adjourn is one of the (few) things an inquorate meeting can properly do. I have a bit of an uncertainty over whether it's kosher to fix a time to which to adjourn which is identical to the time of an already scheduled meeting -- if I'm wrong about this, I'm sure someone will jump on it fairly promptly.

This is leaving aside all the uncertainties about voting vs. nonvoting members -- I'm hoping you're expecting an unassailable quorum at the December meeting (?)

A motion to Fix the Time to Which to Adjourn to the same day and hour as the next regular meeting is out of order, RONR (11th ed.), p. 244, ll. 3-6.

[Rob Elsman]

I'm probably missing something (maybe something from your bylaws that hasn't been mentioned), but I'm not sure why you need the special meeting...

Why not plan to do your bylaws voting at the November meeting, before you hold the elections (or nominations, if that's all you normally do in November). Bylaws amendments take effect immediately, according to RONR. If the November meeting has quorum, all would seem to be well. If you don't have quorum at the November meeting, why not just fix the time to which to adjourn (and pick the time of the December meeting, at which you say you're certain you will have quorum)? Then you could do all the business (bylaws amendment, etc.) with a solid quorum. Fixing a time to which to adjourn is one of the (few) things an inquorate meeting can properly do. I have a bit of an uncertainty over whether it's kosher to fix a time to which to adjourn which is identical to the time of an already scheduled meeting -- if I'm wrong about this, I'm sure someone will jump on it fairly promptly.

This is leaving aside all the uncertainties about voting vs. nonvoting members -- I'm hoping you're expecting an unassailable quorum at the December meeting (?)

Considering the bylaw amendment before the election will likely require a two-thirds vote to take it up out of its proper place in the order of business, since the election will be an unreached special order, and the bylaw amendment will be a general order.

[Trina]

A motion to Fix the Time to Which to Adjourn to the same day and hour as the next regular meeting is out of order, RONR (11th ed.), p. 244, ll. 3-6.

Thank you, that is quite clear. Perhaps they could fix the time to adjourn to just prior to the next regular meeting (say, an hour earlier than the scheduled time of that December meeting). Maybe that would address the needs of the organization. Even if they don't have quorum at the start of the adjourned meeting, they could wait until they do, and then either conduct the necessary business, or -- if necessary -- postpone to the next regularly scheduled meeting (which just happens to start five minutes later). This is sort of gimmicky, I concede, but JayW did say they are looking at desperate measures (such as amending bylaws without quorum, which seems far more problematic).

[JayW]

No, you can't do any of that without a "vote", because a unanimous consent request is tantamount to approval, and a non-voting member can't approve of anything, consent to anything, or object to anything.

Oh, gotcha, thanks!

I'm probably missing something (maybe something from your bylaws that hasn't been mentioned), but I'm not sure why you need the special meeting...

Yes, more Bylaws items that complicate things. The Nominating Committee recommendations must be sent to all members one week prior to the November meeting, and nominations cannot be made at the annual meeting (our December meeting). As well, our Bylaws are not effective until they are approved by our parent organization. (That Board can vote by e-mail, so once our members approve the amendments it's a quick turnaround for the parent group to approve them; we've run all the proposed changes by them already so that should go smoothly. Knock wood. We used to need approval of both the parent group and their governing body -- the last time we amended our Bylaws it took about four months for final approval!)

I'm hoping you're expecting an unassailable quorum at the December meeting (?)

Yes, we typically have 2.5 - 3 x our quorum in December; it's our annual awards banquet and it's on a weekend, so everyone who is getting an award shows up and the people who are too far away for a weeknight meeting come in for the weekend.

Considering the bylaw amendment before the election will likely require a two-thirds vote to take it up out of its proper place in the order of business, since the election will be an unreached special order, and the bylaw amendment will be a general order.

Our Bylaws include Election of New Officers (at the Annual Meeting) in the Order of Business, prior to Unfinished Business, so we'd need the two-thirds vote regardless of special order/general order, I think. (Would ratifying action taken at a non-quorate meeting fall under Unfinished Business, or would it be action resulting from the Report of the President or Secretary (both of which are items in our Order of Business that are handled before Elections)?)

[Rob Elsman]

Thank you, that is quite clear. Perhaps they could fix the time to adjourn to just prior to the next regular meeting (say, an hour earlier than the scheduled time of that December meeting). Maybe that would address the needs of the organization. Even if they don't have quorum at the start of the adjourned meeting, they could wait until they do, and then either conduct the necessary business, or -- if necessary -- postpone to the next regularly scheduled meeting (which just happens to start five minutes later). This is sort of gimmicky, I concede, but JayW did say they are looking at desperate measures (such as amending bylaws without quorum, which seems far more problematic).

There are plenty of legitimate procedures in the parliamentary toolbox to have to resort to anything "gimmicky".

[Trina]

There are plenty of legitimate procedures in the parliamentary toolbox to have to resort to anything "gimmicky".

Was what I suggested not legitimate? I guess it is a moot point in this thread, though, since JayW has clarified that they have additional constraints -- particularly the fact that bylaws amendments cannot take effect until approved by a parent organization.

JayW, you may want to take a look at this recent thread, which discussed whether a group could ratify an election that took place at an inquorate meeting:

http://robertsrules....pend-the-rules/

Although your situation is not identical, since you are talking about bylaws amendments at an inquorate meeting, rather than an election at an inquorate meeting, some of the comments in that thread will probably be of interest.

[JayW]

Although your situation is not identical, since you are talking about bylaws amendments at an inquorate meeting, rather than an election at an inquorate meeting, some of the comments in that thread will probably be of interest.

Thanks, Trina. I had seen that thread but will re-read it with an eye toward how it might apply in our situation.

It likely got lost in my earlier rambling, but where would ratifying action taken at an inquorate meeting fall in the Order of Business? (Our Bylaws specifically list Reports of each Officer in the Order of Business). Would the President's or Secretary's Report be an appropriate place to discuss the inquorate meeting and any action taken?

I'm still hoping for a quorum at our special meeting of course!

[Trina]

I don't believe you'll find anyone here who will actually endorse a plan of knowingly breaking key rules in order to 'amend' the bylaws at an inquorate meeting. Voting to suspend the rules on the quorum requirement (which you mentioned in your first post) would be a sham also, of course. Reviewing the thread so far, I see no one has yet cited the rules on what an inquorate meeting can actually do (RONR 11th ed. pp. 347-348). Note that 'the prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent' (p. 348 ll. 14-16).

As you say, the main focus should be to get a quorum at your special meeting. Perhaps you can add something to the free food and door prizes you already mentioned. A round of phone calls maybe, telling members how important it is to attend... Maybe active recruitment might persuade one or two more members to show up.

As for the question of ratifying an action taken at an inquorate meeting, note that 'since the motion to ratify is a main motion , it is debatable and opens the entire question to debate (RONR p. 125 ll. 19-20).

It seems to me that the motion to ratify could quite reaonably grow out of the President's report. 'A motion arising out of an officer's, a board's, or a committee's report is taken up immediately, since the object of the order of business is to give priority to the classes of business in the order listed.' (RONR 11th ed. p. 356 ll. 12-15). However, I am by no means an expert on order of business -- the relatively informal organizations I belong to don't worry much about formality in the order of business, or about changing the order when that seems logical at a particular meeting (e.g voting on bylaws changes before voting on a matter that relies on those new provisions in the bylaws).

Also, as food for thought (maybe relevant, since you mentioned various rules about nominations in your organization), irregularities in the nominating process don't generally invalidate the outcome of an election.

[JayW]

Thanks again, Trina.

We're an extremely informal organization, as well -- making and seconding motions is about as much parliamentary procedure as we practice -- but I like to know the "real" way to do these things on the odd chance it might ever come up.

Quite honestly, the answer to the two most pressing questions (for our group) about conducting business without a quorum is "no one". (Those questions being, 1: Who would know? and 2. Who would care?) We could amend the Bylaws without a quorum and not have the membership ratify them and no one would ever say a word about it, because the only people who give a hoot are the ones who would have been at the inquorate meeting anyway.

Again, though, I'd like to do things the right way and am trying to set things up to continue that way in the future (we have never written down our Standing Rules, for example, so I'm getting that done -- if only so we don't have to keep asking 'what did we do in that situation last time?' every time something comes up!; we don't have our minutes gathered in any one location; they used to have the secretary cast a single vote for a slate despite the fact that the Bylaws call for ballot elections, etc.). I'll never get them to even semi-formal parliamentary procedure (I still can't convince them that we don't need a motion to approve the minutes, or to adjourn when the meeting is clearly over) but I try to at least keep the voting/decision-making things go by the book as much as possible.

[Sean Hunt]

Again, though, I'd like to do things the right way and am trying to set things up to continue that way in the future (we have never written down our Standing Rules, for example, so I'm getting that done -- if only so we don't have to keep asking 'what did we do in that situation last time?' every time something comes up!; we don't have our minutes gathered in any one location; they used to have the secretary cast a single vote for a slate despite the fact that the Bylaws call for ballot elections, etc.). I'll never get them to even semi-formal parliamentary procedure (I still can't convince them that we don't need a motion to approve the minutes, or to adjourn when the meeting is clearly over) but I try to at least keep the voting/decision-making things go by the book as much as possible.

If they really want a motion to approve the minutes or adjourn, let them have it. It won't hurt anyone. Moving people to something more closely resembling parliamentary procedure is definitely a laudable goal, but don't push too hard. Ultimately, if everyone understands what's happening, is happy with i,t, and things are going smoothly, it's not a big deal. With big groups, formal procedure is usually needed to make these happen, but that's merely a means to an end.