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Quorum versus Proxy


Guest Guest_BJBerli

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Greetings,

I know the title topic sounds strange. However, after you read my comment you'll understand why.

The by-laws for my organization defines a quorum for our annual membership meeting as "a majority of the members registered at the Annual National Meeting in attendance, irrespective of whether some may have departed. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, no formal business or decisions can take place."

All simple an good. We have 100 registrants, majority is half or 50 that's the quorum. Less than 50 on the day and time of meeting then no business.

Then in the next paragraph it the section states "Provided, members in attendance may designate a proxy in order for the organization to conduct formal business or make decisions during the Annual National Meeting, proxy's shall be in the form as set forth below and provided to all registered members".

Can a proxy establish a quorum? Based on what I've read in the FAQ's and forum topics I've researched I think this is not correct.

Looking forward to your responses.

Thanks

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... proxy's shall be in the form as set forth below and provided to all registered members".

Can a proxy establish a quorum? Based on what I've read in the FAQ's and forum topics I've researched I think this is not correct.

Looking forward to your responses.

Thanks

This is definitely not correct. However, presumably you are asking a procedural question, not a spelling question, in which case the answer is that the bylaws may provide for proxies, regardless of how good or bad an idea it may be to do so.

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RONR discourages the use of proxies (and all other forms of absentee participation). 'Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it.' (RONR 11th ed. p. 428)

Given that premise, the book does not provide guidance on the details of using proxies -- those details should be spelled out elsewhere.

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...

We have 100 registrants, majority is half or 50 that's the quorum. Less than 50 on the day and time of meeting then no business.

Then in the next paragraph it the section states "Provided, members in attendance may designate a proxy in order for the organization to conduct formal business or make decisions during the Annual National Meeting, proxy's shall be in the form as set forth below and provided to all registered members".

Can a proxy establish a quorum? Based on what I've read in the FAQ's and forum topics I've researched I think this is not correct.

First, a majority is not "half", it is "more than half", so your quorum would be 51.

But the question on proxies in your bylaws is made even muddier by the fact that, apparently, a member needs to be "in attendance" to designate one, which would seem to preclude the need for a proxy in the first place.

It's up to the assembly to sort out what this provision actually means. I tend to agree with you, but I have no vote on the matter. I think I know what the drafters of they bylaws were trying to say here, but I'm pretty sure they didn't succeed in saying it.

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Thank you all for your responses. Incliding the slightly sarcastic one :-) That's what I get for trying to do high math and post at comment at 11pm.

At any rate, your responses have provided the clarification I needed. Now I can work on drafting something that better states the intent of this bylaw and ensure it aligns with RONR.

Again, much thanks to all.

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