Quorum requirements of an enrolled membership

[monacan2122]

I belong to an organization that has an enrolled membership of 2300. One must apply and be voted on to be a member. Our membership has an absolute number which is known.

Long story short... President calls for a "special meeting" (validity of call for special meeting not in question) of the organization. 70 members out of 2300 show up for meeting... Meeting is conducted, motions made, seconded, discussed and voted on and passed.

QUESTION 1: Our bylaws have NO mention of what constitutes a "quorum". What is considered a quorum under the above circumstances?

QUESTION 2 (if allowable): What procedure is necessary in order to nullify the vote(s) in which no quorum was present, if this was the case?

Thank you all, in advance.

[Josh Martin]

QUESTION 1: Our bylaws have NO mention of what constitutes a "quorum". What is considered a quorum under the above circumstances?

A majority, which would be 1,151 members based on your current membership.

QUESTION 2 (if allowable): What procedure is necessary in order to nullify the vote(s) in which no quorum was present, if this was the case?

If there is "clear and convincing proof" that a quorum was not present (which seems possible, given the magnitude of the discrepancy), the chair may rule the votes null and void on his own initiative or a member may raise a Point of Order to that effect, and the chair's ruling may be appealed from. A majority vote is required to overturn the chair's ruling. This must happen at a quorate meeting.

Alternately, if the members liked some (or all) of the decisions that were made, then the assembly may Ratify those decisions by majority vote. This also requires a quorum.

[monacan2122]

Mr. Martin... Thank you for your prompt response. The main issue being that the Chair will definitely ignore the Point of Order since she is the one that called the meeting and conducted the "illegal" votes. Long story short the Bylaws are in definite need of an amendment defining a smaller number required for a quorum and, at present, it is impossible for a quorum to be attained (due to the disbursement of members throughout the Country) in order to overrule what is sure to be a ruling in support of the Chair's dubious activity.

Any thoughts on how a negative ruling might be appealed in this circumstance?

This issue arises from the fact that we have an Executive Council and anytime the Chair does NOT support or like any decision from that body she takes it to the total membership and by that I mean she TRULY thinks a quorum is a majority of the members that attend the meeting...

Best Regards

[Guest Another Curious Person]

Would the section highlighted below in red apply to this organization?

64. A Quorum of an assembly is such a number as must be present in order that business can be legally transacted. The quorum refers to the number present, not to the number voting. The quorum of a mass meeting is the number present at the time, as they constitute the membership at that time. The quorum of a body of delegates, unless the by-laws provide for a smaller quorum, is a majority of the number enrolled as attending the convention, not those appointed. The quorum of any other deliberative assembly with an enrolled membership (uless the by-laws provide for a smaller quorum) is a majority of all the members. In the case, however, of a society, like many religious ones, where there are no annual dues, and where membership is for life (unless it is transferred or the names are struck from the roll by a vote of the society) the register of members is not reliable as a list of the bona fide members of the society, and in many such societies it would be impossible to have present at a business meeting a majority of those enrolled as members. Where such societies have no by-law establishing a quorum, the quorum consists of those who attend the meeting, provided it is either a stated meeting or one that has been properly called.

[monacan2122]

Additional information regarding the membership:

1. The membership ARE literally called "enrolled" members.

2. Membership is indeed for life but CANNOT be transferred nor can the member be struck from the rolls.

3. The register IS definitively reliable (and exact) as a list of the bona fide members.

Note: My take is that foresight was not given to the fact that the organization would grow to such a disbursed group and, being that it has, cannot change the original basis of the membership. Just because, over time, the membership grew to such a large extent which "resulted" in the inability to obtain a proscribed quorum does not change the characteristic of the "enrolled" membership.

[Trina]

Would the section highlighted below in red apply to this organization?

64. A Quorum of an assembly is such a number as must be present in order that business can be legally transacted. The quorum refers to the number present, not to the number voting. The quorum of a mass meeting is the number present at the time, as they constitute the membership at that time. The quorum of a body of delegates, unless the by-laws provide for a smaller quorum, is a majority of the number enrolled as attending the convention, not those appointed. The quorum of any other deliberative assembly with an enrolled membership (uless the by-laws provide for a smaller quorum) is a majority of all the members. In the case, however, of a society, like many religious ones, where there are no annual dues, and where membership is for life (unless it is transferred or the names are struck from the roll by a vote of the society) the register of members is not reliable as a list of the bona fide members of the society, and in many such societies it would be impossible to have present at a business meeting a majority of those enrolled as members. Where such societies have no by-law establishing a quorum, the quorum consists of those who attend the meeting, provided it is either a stated meeting or one that has been properly called.

You appear to be quoting from the 1915 edition, whose text is available online (this is not the current parliamentary authority for most organizations that use Robert's Rules in 2012) -- even though large portions of the 1915 language are still quite consistent with what is said today in RONR 11th ed., there have been substantial changes over the years.

Also, the original poster clearly said that the number of enrolled members is definitely known -- in other words, the register of members is reliable in this case.

[Trina]

Additional information regarding the membership:

1. The membership ARE literally called "enrolled" members.

2. Membership is indeed for life but CANNOT be transferred nor can the member be struck from the rolls.

3. The register IS definitively reliable (and exact) as a list of the bona fide members.

Note: My take is that foresight was not given to the fact that the organization would grow to such a disbursed group and, being that it has, cannot change the original basis of the membership. Just because, over time, the membership grew to such a large extent which "resulted" in the inability to obtain a proscribed quorum does not change the characteristic of the "enrolled" membership.

I think you are quite right in your evaluation.

Do the bylaws contain a workable process for their own amendment (under current circumstances)? Or does the amendment process also require an in-person meeting of the members?

...

The main issue being that the Chair will definitely ignore the Point of Order since she is the one that called the meeting and conducted the "illegal" votes.

Unless your bylaws give unusual authority to your Executive Council (which, I assume, is something like a board as described in RONR), the point of order about lack of quorum would have to be raised at a membership meeting (since the error was made at a membership meeting). And, since you can't get a quorate meeting of the general membership, nobody can really raise the point of order in the first place.

I suppose, since the chair accepts inquorate meetings as quorate, you could have another inquorate membership meeting -- someone raises the point of order about the previous inquorate meeting, the chair rules against it, a member appeals from the ruling of the chair, the assembly then overrules the chair, and... perhaps someone then notices the illusory nature of the proceedings, since an inquorate meeting cannot actually properly take any of these actions. Just as the previous inquorate meeting could not properly do what it did.

Also, I assume you mean the chair would rule against the point of order, not just ignore it? Or is she in the habit of ignoring members who raise a point of order?

Long story short the Bylaws are in definite need of an amendment defining a smaller number required for a quorum and, at present, it is impossible for a quorum to be attained (due to the disbursement of members throughout the Country) in order to overrule what is sure to be a ruling in support of the Chair's dubious activity.

Any thoughts on how a negative ruling might be appealed in this circumstance?

As stated, you can't really get that far without a quorate meeting. Normally, it would be possible to appeal from the ruling of the chair.

This issue arises from the fact that we have an Executive Council and anytime the Chair does NOT support or like any decision from that body she takes it to the total membership and by that I mean she TRULY thinks a quorum is a majority of the members that attend the meeting...

Do the other members of the Executive Council understand the quorum problem? If so, I'm wondering if there isn't something they can do -- even if it's just to show up at these inquorate membership meetings, and try to persuade the attending members of the reality of the situation...

[monacan2122]

Trina - Thank you for your input.

We are thinking along the same lines. I just was seeking confirmation of my understanding. The Council IS aware that we could utilize the same inquorate proceedings and we can have "the numbers" to overrule but it is distasteful to us to say the least ... BUT... If that's the only way...

Thank you again.

[Josh Martin]

Long story short the Bylaws are in definite need of an amendment defining a smaller number required for a quorum and, at present, it is impossible for a quorum to be attained (due to the disbursement of members throughout the Country) in order to overrule what is sure to be a ruling in support of the Chair's dubious activity.

Any thoughts on how a negative ruling might be appealed in this circumstance?

The chair has no authority to make a ruling in this circumstance, so never mind appealing it. An inquorate assembly cannot take any action. If it is impossible to obtain a quorum, you have no parliamentary options (unless and until the Bylaws can be amended to change the quorum requirement, which may or may not be possible).

In the case, however, of a society, like many religious ones, where there are no annual dues, and where membership is for life (unless it is transferred or the names are struck from the roll by a vote of the society) the register of members is not reliable as a list of the bona fide members of the society, and in many such societies it would be impossible to have present at a business meeting a majority of those enrolled as members. Where such societies have no by-law establishing a quorum, the quorum consists of those who attend the meeting, provided it is either a stated meeting or one that has been properly called.

Well, first off, you're quoting from the 1915 edition. The parallel language in the current edition can be found in RONR, 11th ed., pg. 346, lines 1-5. It doesn't apply, however, since the original poster has clarified that the roster is reliable.

Note: My take is that foresight was not given to the fact that the organization would grow to such a disbursed group and, being that it has, cannot change the original basis of the membership. Just because, over time, the membership grew to such a large extent which "resulted" in the inability to obtain a proscribed quorum does not change the characteristic of the "enrolled" membership.

This is absolutely correct. The "members present" basis for a quorum is for societies like churches and alumni associations, where it's not even certain how many members the society has. It does not apply to societies with a clear membership, no matter how large or dispersed. The default for such societies is a majority of the membership. RONR recommends that the society prescribe a lower number in its Bylaws, but unfortunately, your society failed to do so.

I suppose, since the chair accepts inquorate meetings as quorate, you could have another inquorate membership meeting -- someone raises the point of order about the previous inquorate meeting, the chair rules against it, a member appeals from the ruling of the chair, the assembly then overrules the chair, and... perhaps someone then notices the illusory nature of the proceedings, since an inquorate meeting cannot actually properly take any of these actions. Just as the previous inquorate meeting could not properly do what it did.

This is getting a bit metaphysical for me. Perhaps Mr. Tesser can make sense of it.

Unless and until the assembly can obtain a quorum, I think the solution to this problem will involve negotiations with the chair outside of a meeting, possibly with the assistance of a lawyer.

We are thinking along the same lines. I just was seeking confirmation of my understanding. The Council IS aware that we could utilize the same inquorate proceedings and we can have "the numbers" to overrule but it is distasteful to us to say the least ... BUT... If that's the only way...

I really don't advise this. Trying to invalidate a decision with an invalid decision seems problematic. I think you may need to consult a lawyer.

[Trina]

I suppose, since the chair accepts inquorate meetings as quorate, you could have another inquorate membership meeting -- someone raises the point of order about the previous inquorate meeting, the chair rules against it, a member appeals from the ruling of the chair, the assembly then overrules the chair, and... perhaps someone then notices the illusory nature of the proceedings, since an inquorate meeting cannot actually properly take any of these actions. Just as the previous inquorate meeting could not properly do what it did.

This is getting a bit metaphysical for me. Perhaps Mr. Tesser can make sense of it.

Yes... I was trying to show the absurdity of people knowingly attending an inquorate meeting and conducting business -- for the purpose of claiming that a previous inquorate meeting could not conduct business. I'm afraid my point didn't come across though. I was not recommending this as a rational or proper course of action; quite the contrary.