Quorum and attendance requirements

[hawk022499@hotmail.com]

Hello all,

I am new to operating under RONR and am awaiting the arrival of my 11th Ed and Brief books. I have a question regarding the actions of our organization's elected President and cancelling monthly meetings as he sees fit, due to what he says is a lack of a quorum. Meetings are set by the new Executive Board every January (usually the last Sunday of the month) and every month the next meeting is motioned by the President, 2nd, and approved by the members.

In our by-laws under the meeting section, it is directed that RONR shall be the Parlimentary authority. It also states that a quorum shall consist of a majority of the existing Executive Board. It does not spell out any actions that can or can not take place due to having or a lack of a quorum.

The by-laws further state what is required to be a member "in good standing" and able to vote on issues and elections, attend 4 of the 12 last regular monthly meetings. It is also required that board members attend a minimum of 3/4 of the regular monthly meetings or be excused by a majority vote of the E-Board. A failure to comply with the minimum will result in automatic expulsion from the office held, and any officer expelled would not eligible to hold a board position for 1 year from the expulsion date.

So, our President had previously cancelled a meeting about 4 months back, due to too many board members "not available" hence no quorum as he put it. There is no meeting rescheduled for that month and there is nothing about cancellations or reschedule in our by-laws. We start to have several new people in the organization attending the meetings as they are unhappy with his leadership, bullying members during meetings, and bad decision making. We are about 2 months before our elections and he has the secretary email everyone approximately 3 hours before the meeting to cancel again because he said again he wouldn't have enough board members present to have a quorum (to include himself, again.) Cancelling this meeting directly effects several newer members' ability to be "in good standing" come election time. This time there is enough static from the members emailing him their displeasure that he relents and reschedules it a week later. At that meeting I ask the question to the board where the President gets the authority to decide on his own whether we are having meetings or not seeings how there is nothing in the by-laws directly giving him this authority. This causes a stir in the board and a few come to his defense stating it's the RONR and "If there isn't a quorum, we can't have a meeting. If we can't have a meeting we can't take attendance." Needless to say about half of the board members are an old clique that are members of other boards in our community. They have a tendancy to bully (by their number or what is perceived as their knowledge of the rules) any who oppose their ideas or pose a threat to them.

So, long story short, is this correct requiring a quorum before even taking attendance (not cited in our by-laws) seeings how there are requirements for both members "in good standing" and board members? It just looks like he/they are trying to get by on the by-law requirement to keep from being expelled and also limit the voting abilities of the membership by cancelling the regular meetings at a crucial time rendering some opposition unable to vote.

Thanks in advance for any replies or references

[Trina]

...

So, long story short, is this correct requiring a quorum before even taking attendance (not cited in our by-laws) seeings how there are requirements for both members "in good standing" and board members? It just looks like he/they are trying to get by on the by-law requirement to keep from being expelled and also limit the voting abilities of the membership by cancelling the regular meetings at a crucial time rendering some opposition unable to vote.

Thanks in advance for any replies or references

No, requiring assurance of quorum before the meeting is nonsense, as you are probably suspecting. You don't determine that there is no quorum until after the meeting is called to order. An inquorate meeting fully satisfies the organization's requirements to hold a meeting at a previously determined time and place. In an organization, such as yours, with attendance requirements, this has additional significance. Furthermore, no one can cancel a properly scheduled or called meeting -- RONR certainly gives no such authority to the president, nor to anyone else.

I have to run, but will post later with citations (although it's quite likely someone else will provide them more promptly).

[Josh Martin]

So, long story short, is this correct requiring a quorum before even taking attendance (not cited in our by-laws) seeings how there are requirements for both members "in good standing" and board members?

It is not correct. In fact, even if there is no quorum when the time for the meeting actually arrives, the meeting must be held (although it is likely to be very brief since an inquorate meeting can't do much). Such a meeting still satisfies the requirement in the Bylaws. (RONR, 11th ed., pg. 347, lines 21-29) The rule in the Bylaws setting the time for regular meetings may not be suspended. (RONR, 11th ed., pg. 263, lines 1-7)

[Trina]

'if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with...' (RONR 11th ed. p 347 ll. 24-27)

[hawk022499@hotmail.com]

Thank you Josh and Trina. This site has given me a wealth of info to soak up. Unfortunately I only have a short time to digest and organize my efforts and then off to the OK Corral (so to speak.)

[jstackpo]

A couple of "detail" points...

Back at #2, Tina wrote: "You don't determine that there is no quorum until after the meeting is called to order."

Nope, not quite. Page 25, line 10, and p. 348, line 34 ff., are clear; the president checks for a quorum present, then calls the meeting to order. This doesn't preclude calling the meeting to order anyway even if no quorum is present. If it is time for the scheduled meeting and there is no quorum present, the president can just wait a while and hope, or call the meeting to order and wait (or the meeting can take steps to obtain a quorum), or, if there is no hope, call the meeting to order and entertain a motion to adjourn.

Back at #1 hawk022499 mentioned that "It is also required that board members attend a minimum of 3/4 of the regular monthly meetings."

The tricky part is defining "absence" or "attend" -- presumably in your bylaws or rules, RONR doesn't do it for you.

Here's some things to think about:

How late can you show up and have it still "count" as a non-absence? How soon can you leave?

If you sleep through the meeting does that count? Suppose someone comes but neglects to sign in (if that is your "policing" method)? Or signs someone else's name, as a "favor"? Who is tracking all this? Has he a grudge against some members and, shall we say, "shades" the attendance list?

Is the "three misses and you are out (or equivalent)" absolute? No appeal? To whom? Who does the "excusing"? Do you have to be excused ahead of time or is after the fact O.K.?

Far better not to require attendance, than try to figure out what "attendance" means in detail.

Good luck!

[hawk022499@hotmail.com]

Some very valid points. Things I will have to note going forward. It will be a very close race (elections at the beginning of Dec.) So, even if the elections go their way at least I will have a growing knowledge of RONR to curtail them on attempting to manhandle members during the meetings due to their lack of knowledge in how to conduct these meetings.

Educating myself, then being able to try and educate the members or at least have references to my motions or objections will help regardless of the outcome in the election. I don't know if I have the numbers to actually remove the President but I do know I have the numbers to at least get the 9-person board to an sympathetic alignment instead of a majority against. I am now, do to necessity, nominated for the "Operations" position on the board. I have plenty of knowledge on the requirements and needs of the position, I just need to learn the meetings side of it. Luckily the bylaws dictate positional responsibilities and besides presiding at the meetings, prepare agenda, governing commitees, appointing chair of committees (which we next to never have except for our nominating commitee), and the head for our community relations; the rest goes to the "Operations" position. Which means if I can at least keep him from hijacking and bullying through meetings he is rendered much less a liabilty to the organization and it's activities.

I am also starting to see how much our bylaws need to be cleaned up and several specifics added or parts removed. Which will be a fight in itself I'm sure.

It is unfortunate that it has had to come to this. It's been a very laid back organization with people working towards a common goal until the last year or two. I would have to say, like most of the meeting-attending members I am partly to blame for just going to meetings and sitting back not knowing what was going on and not educating myself to the actual process until there were clear problems. Heck, a large percentage of the organization doesn't even attend the meetings. Something else I aim to try and change in the future.

[Guest Edgar]

Heck, a large percentage of the organization doesn't even attend the meetings. Something else I aim to try and change in the future.

I suspect a large percentage of most organization don't attend meetings and, depending on the nature of the organization, there might be absolutely nothing wrong with that. There are organizations that are all about the meetings (e.g. a book club) and organizations that are not (e.g. a softball league).

[jstackpo]

And meetings of parliamentarians which combine the best (or worst) of both worlds.

[Trina]

A couple of "detail" points...

Back at #2, Tina wrote: "You don't determine that there is no quorum until after the meeting is called to order."

Nope, not quite. Page 25, line 10, and p. 348, line 34 ff., are clear; the president checks for a quorum present, then calls the meeting to order. This doesn't preclude calling the meeting to order anyway even if no quorum is present. If it is time for the scheduled meeting and there is no quorum present, the president can just wait a while and hope, or call the meeting to order and wait (or the meeting can take steps to obtain a quorum), or, if there is no hope, call the meeting to order and entertain a motion to adjourn.

...

Thanks for the correction.

One of the main points, however, from the perspective of the original poster's questions, is that the president does not have the option, in any of the above scenarios, of deciding not to call the meeting to order at all. The meeting still takes place, even if it is obvious that quorum will not be met.

Also, the checking for quorum present (on the cited pages) takes place while the members are... well... present -- that is, the president looks around at the people waiting to start the meeting, to see how many there are. I don't think it can be done ahead of time, over the phone, via e-mail, or whatever.

[hawk022499@hotmail.com]

That gets to the heart it. He cancelled the meeting(s) because in advance he knew he would not be able to attend the meeting. He stated that he knew there wasn't going to be a quorum (which by our bylaws is a majority of the existing Executive Board) after talking with several of "his" board members earlier in the day and just "didn't want to waste people's time coming down when we couldn't even have the meeting due to a lack of quorum."

Which sounds nice and conscientious to all not aware of the true implications and who don't know RONR.

The rest below is only my opinion, and others as well since another member sent a "reply all" email to the Pres. questioning this action when the last meeting was cancelled a few hours before it was set to convene. He really went off about the reply all email.

He knew he wasn't going to be there to use his over-bearing moderation on a group that would have a majoirty of members not very happy with his and a majority of the board's current decisions. He also knew there were several newer members counting on this meeting to be able to vote in the upcoming election which would most surely be against him and his group. So to kill 2 birds with one stone, just cancel the meeting. Not to mention the board member attendance/expulsion issue, which I really didn't care about much as the election is right around the corner anyways.

But, I knew our bylaws didn't give him any powers like this, and my lack of knowledge in RONR kind of left me defenseless when I pointed this out at the rescheduled meeting (which he rescheduled very begrudgingly after a heavy bombardment of emails by unhappy members.) The President, the "Operations" director, and the "Ops" wife who is another board member member all cited they couldn't even have the meeting due to a lack of quorum so they said the Pres. was right in what he did.

So, here I am to ensure we don't get put in that defenseless position again when someone abuses their powers, assumes powers that aren't theirs, and/or incorrectly cites RONR to make or back poor decisions/actions. Not to mention if I do get voted in for the "Operations" position, I want to do things the right way at meetings and make sure Executive sessions are handled in a correct manner.

[jstackpo]

Since, I am assuming, reading between lines (lots of lines!), that the meeting was formally scheduled by a vote at a proper (earlier) meeting, then, as noted, neither the pres (nor anybody else) has a right to cancel it. (Unless the bylaws say he can.)

So... you call your friends (you are not obliged to call everybody since the meeting has been scheduled) and get them to all show up at the scheduled time and place. The presidential cancelation has no effect.

And hold the meeting! No president there? No problem, the VP (if there) presides, or just elect a chairman pro tem. If you can manage to get a quorum to show up, you can properly adopt all sorts of interesting motions.

You may end up in a court, legal, fight but from what I have seen in the past you are on the side of the angels. But ask a local lawyer about that -- there might be local laws that get in the way of RONR.

[Guest Tim]

If I show up for a meeting and leave before the meeting is done. Will I be counted as attending the meeting.

[Josh Martin]

If I show up for a meeting and leave before the meeting is done. Will I be counted as attending the meeting.

There is no answer to this question in RONR, as RONR has no attendance requirement, and thus the answer doesn't matter. If your organization does have customized rules which prescribe an attendance requirement, it will be up to your organization to interpret its own rules. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Additionally, for future reference, it is best to ask a new question as a new topic, even if it may be tangentially related to a question from several months ago.