Guest Jordan Posted February 24, 2012 at 09:16 PM Report Share Posted February 24, 2012 at 09:16 PM I am having a hard time understanding what is required for a quorum for a special meeting of the members. Our Bylaws state: At all annual and special meetings of the membership of the corporation, 51% of the lot owners present or by written proxy, shall constitute a quorum for the transaction of any business appropriate to a members meeting. We have 134 members, does that mean we to have 69 members present at meeting or is the quorum 51% of those present at special meeting? Most members live out of town and will not be able to come to meeting so its hard to get things done without sending out ballots for entire membership on each motion. Can quorum be a Majority present at members meeting? Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted February 24, 2012 at 09:30 PM Report Share Posted February 24, 2012 at 09:30 PM Can quorum be a Majority present at members meeting?That would not make any sense. A quorum is the number of members that must be present. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 24, 2012 at 09:32 PM Report Share Posted February 24, 2012 at 09:32 PM I am having a hard time understanding what is required for a quorum for a special meeting of the members. Our Bylaws state: At all annual and special meetings of the membership of the corporation, 51% of the lot owners present or by written proxy, shall constitute a quorum for the transaction of any business appropriate to a members meeting. We have 134 members, does that mean we to have 69 members present at meeting or is the quorum 51% of those present at special meeting? Most members live out of town and will not be able to come to meeting so its hard to get things done without sending out ballots for entire membership on each motion. Can quorum be a Majority present at members meeting?Ultimately, it's up to the organization to decide the meaning of its bylaws. However, a little logic must be used. A quorum is the number that must be present for business to be legally transacted. Making that requirement a percentage of those present makes no sense. That is essentially saying that there is no quorum. So, it's much more logical, especially since quorum percentages are generally based on the total membership, that the 51% represents a little over half of the entire membership… as opposed to half of the persons who are present. I believe the language represents a muddled attempt to say that proxies count as members being present.If this is an HOA, state laws on quorum requirements may apply. Link to comment Share on other sites More sharing options...
Guest Jordan Posted February 25, 2012 at 01:07 AM Report Share Posted February 25, 2012 at 01:07 AM Thanks for the replies, It is a community club that thinks it is a HOA. Here is the State law as it applies to Quorum for a non profit Corporation. "The articles of incorporation or the bylaws may provide the number or percentage of votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy, which shall constitute a quorum at meetings of shareholders or members. However, in no event shall a quorum be less than one-fourth, or in the case of consumer cooperatives, five percent, of the votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy, at a meeting considering the adoption of a proposal which is required by the provisions of this chapter to be adopted by at least two-thirds of the votes which members or shareholders present at the meeting in person or by mail, by electronic transmission, or represented by proxy are entitled to cast. In all other matters and in the absence of any provision in the articles of incorporation or bylaws, a quorum shall consist of one-fourth, or in the case of consumer cooperatives, five percent, of the votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy at the meeting. On any proposal on which a class of shareholders or members is entitled to vote as a class, a quorum of the class entitled to vote as such class must also be present in person, by mail, by electronic transmission, or represented by proxy". It sounds like to me that we will have to get a large number of proxy votes in order to conduct business. Like I stated earlier most members are out of town and its hard to get more than twenty members to show up to the meeting. I have a tough battle ahead because of lack of interest. Thanks again. Link to comment Share on other sites More sharing options...
Guest John D Posted February 25, 2012 at 02:05 AM Report Share Posted February 25, 2012 at 02:05 AM I am having a hard time understanding what is required for a quorum for a special meeting of the members. Our Bylaws state: At all annual and special meetings of the membership of the corporation, 51% of the lot owners present or by written proxy, shall constitute a quorum for the transaction of any business appropriate to a members meeting. We have 134 members, does that mean we to have 69 members present at meeting or is the quorum 51% of those present at special meeting? Most members live out of town and will not be able to come to meeting so its hard to get things done without sending out ballots for entire membership on each motion. Can quorum be a Majority present at members meeting?!34 members you must have 68 either present in body or represented by an official proxy document to carry out legitimate busines.Your bylaws at the time they are enacted might also state a different number for a quorem.example; your POA or HOA is made up of 100 persons and 40 of them are absentee owners.The bylaws may be constructed as to say a quorem shall be contsituted by 51% of fulltime residents and then it would be 51% of the 60.Once written and accepted by the membership the bylaws must stand as written.Often you will here a motion," I move we suspend the bylaws regarding members present regarding such and such an issue.That would be acted upon as any motion. A motion made, a second stated and discussion as needed and then an up and down vote. Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 25, 2012 at 02:13 AM Report Share Posted February 25, 2012 at 02:13 AM Often you will here a motion," I move we suspend the bylaws regarding members present regarding such and such an issue.That would be acted upon as any motion. A motion made, a second stated and discussion as needed and then an up and down vote.Huh?fRn7h9 Link to comment Share on other sites More sharing options...
Guest Guest Posted February 25, 2012 at 02:15 AM Report Share Posted February 25, 2012 at 02:15 AM A slightly different take on this ssue.A nominating committee is created with 5 members and two alternates.The scheduled meeting is called and the members assemble.Three committee members show up and the two alternates are present.Committee of five ( 3and and 2 alt) are ready to work on nomination slate.Chairperson refuses to convene the meeting. (Her two like voting members wont be there)She then refuses to interview the candidates who are seeking nominations to offices.Question is now. Can she refuse to conduct the meeting with five members present?Can she refuse to conduct interviews of those who came as directed and are seeking nominations to the offices ??Let me hear from you please.John D Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 25, 2012 at 02:23 AM Report Share Posted February 25, 2012 at 02:23 AM A slightly different take on this ssue....How is your question even close to a "slightly different take on the issue" of quorum at a special meeting? I think you should post a new thread of your own so we can keep on track here with Guest_Jordan. Link to comment Share on other sites More sharing options...
Guest Jordan Posted February 25, 2012 at 03:15 AM Report Share Posted February 25, 2012 at 03:15 AM So are you saying we can make a motion for the members present to constitute a quorum? Huh? Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 25, 2012 at 03:22 AM Report Share Posted February 25, 2012 at 03:22 AM So are you saying we can make a motion for the members present to constitute a quorum? Huh?I hope no one is saying that.Just for clarification, I have not been able to make heads or tails out of what Guest John D has said. Link to comment Share on other sites More sharing options...
Guest Jordan Posted February 25, 2012 at 03:44 AM Report Share Posted February 25, 2012 at 03:44 AM Yes, I am a little confused about that myself... About his motion regarding members present as a quorum, Is that possible? Or no.. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 25, 2012 at 04:21 AM Report Share Posted February 25, 2012 at 04:21 AM Yes, I am a little confused about that myself... About his motion regarding members present as a quorum, Is that possible? Or no..If you're talking about whether a bylaw provision establishing the quorum is suspensible, the question is a clear "no." Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 25, 2012 at 04:37 AM Report Share Posted February 25, 2012 at 04:37 AM If you're talking about whether a bylaw provision establishing the quorum is suspensible, the question is a clear "no."And even if it was (and it ain't), you couldn't suspend it (or any other rule) in the absence of a quorum. So the suggestion is absurd on its face. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 25, 2012 at 04:58 AM Report Share Posted February 25, 2012 at 04:58 AM And even if it was (and it ain't), you couldn't suspend it (or any other rule) in the absence of a quorum. So the suggestion is absurd on its face.True, but, if it were suspensible (and it ain't), the assembly, while a quorum is present, could suspend the rules to allow the pending question to be considered without a quorum and then dwindle in number below a quorum, leaving that deminished group to decide the question... BUT IT AIN'T. Link to comment Share on other sites More sharing options...
Trina Posted February 25, 2012 at 11:04 AM Report Share Posted February 25, 2012 at 11:04 AM I am having a hard time understanding what is required for a quorum for a special meeting of the members. Our Bylaws state: At all annual and special meetings of the membership of the corporation, 51% of the lot owners present or by written proxy, shall constitute a quorum for the transaction of any business appropriate to a members meeting. We have 134 members, does that mean we to have 69 members present at meeting or is the quorum 51% of those present at special meeting? Most members live out of town and will not be able to come to meeting so its hard to get things done without sending out ballots for entire membership on each motion. Can quorum be a Majority present at members meeting?As a side note, the default quorum in RONR (if bylaws are silent) is a majority, i.e. more than half. That would give the required number of 68 that Guest_John_D mentioned. However, your math is correct -- 51% of 134 is 68.34 so you need at least 69 members represented under your rules (assuming your bylaws actually say "51%"). As others have explained, defining quorum as a majority of those present makes no sense at all.Thanks for the replies, It is a community club that thinks it is a HOA. Here is the State law as it applies to Quorum for a non profit Corporation. ... It sounds like to me that we will have to get a large number of proxy votes in order to conduct business. Like I stated earlier most members are out of town and its hard to get more than twenty members to show up to the meeting. I have a tough battle ahead because of lack of interest. Thanks again.Note that a majority of the membership (or 51%, which isn't much different) is a very high quorum requirement for most organizations, for exactly the reason you mention -- it is very difficult to get that many members together to conduct business. RONR says: 'There is no single number or percentage of members that will be equally suitable as a quorum in all societies. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions.' (11th ed. p. 346 ll. 26-31).Perhaps your group should make an effort to amend the bylaws (within the limitations of the statute you quoted, if it is indeed applicable to the organization) to reduce the quorum requirement. Of course, that would required a valiant effort to meet the current quorum requirement in order to adopt a bylaws amendment (as well as meeting any other specific requirements of your bylaws amendment process). The fact that your bylaws appear to allow for proxy representation should make that easier, even if you can't possibly get 69 members to show up in person.So are you saying we can make a motion for the members present to constitute a quorum? Huh?No, absolutely not. As has been stated by others, that portion of post #5 is nonsense. In general, very few bylaws can be suspended, and a bylaw setting quorum is emphatically not in the suspendable category. Link to comment Share on other sites More sharing options...
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