Guest CJ Posted March 28, 2012 at 02:33 PM Report Share Posted March 28, 2012 at 02:33 PM We are a 501©(3) with a volunteer board. Little understanding of Robers Rules. Under the current bylaws there is up to 9 board members. Within the by-laws it states; "the presense of any two members of the Board of Directors, not representing the same office, at a board meeting shall constitute a quorum."I'm sure that this is not consistent with RR of Order, especially when motions require a majority for motions to pass.Any suggestions on how to change this wording in a by-law? Link to comment Share on other sites More sharing options...
Sean Hunt Posted March 28, 2012 at 02:58 PM Report Share Posted March 28, 2012 at 02:58 PM We are a 501©(3) with a volunteer board. Little understanding of Robers Rules. Under the current bylaws there is up to 9 board members. Within the by-laws it states; "the presense of any two members of the Board of Directors, not representing the same office, at a board meeting shall constitute a quorum."I'm sure that this is not consistent with RR of Order, especially when motions require a majority for motions to pass.Any suggestions on how to change this wording in a by-law?It is consistent with RONR, since the bylaws overrule RONR in any case where they disagree. The quorum of the Board is as described in the the bylaws.Adopting a motion requires a majority of those present and voting, not a majority of the Board. If there are two people present and they both vote for something, it is adopted. If there are three people there and two vote in favor and one against, it is again adopted.If you wish to change your quorum, the simplest way is to remove that sentence, in which case the default of a majority would apply. But there is no need for you to do so if you want the quorum to continue to be two. Link to comment Share on other sites More sharing options...
Weldon Merritt Posted March 28, 2012 at 02:59 PM Report Share Posted March 28, 2012 at 02:59 PM We are a 501©(3) with a volunteer board. Little understanding of Robers Rules. Under the current bylaws there is up to 9 board members. Within the by-laws it states; "the presense of any two members of the Board of Directors, not representing the same office, at a board meeting shall constitute a quorum."I'm sure that this is not consistent with RR of Order, especially when motions require a majority for motions to pass.Any suggestions on how to change this wording in a by-law?Since your bylaws take precednece over RONR, there is no "consistency" issue. Your quorum is "any two members of the Board of Directors, not representing the same office." Whether that is adequate is up to your organization to determine.There also is no conflict with the (ordinary) majority vote requirement. Unless the bylaws specifiy a majority of the entire board, all you need is more "yes" votes than "no" votes. If you have only two members present, a vote of 1-0, with one member abstaining, would adopt the motion (as, of course, would a vote of 2-0). If you have a tie (1-1), the motion would be lost; but a tie is possible regardless of the number present.If the orgaiznation does decide to change the quorum, the simplest way to do it would be to just strike the existing quorum definition, thus making the quorum the RONR default of a majority of the voting members (and that's actual members, not potential membners if you have vacancies). If you want some other quorum, then just strike the existing quorum and (as part of the same change) insert the quorum definaition you want. Link to comment Share on other sites More sharing options...
Rev Ed Posted March 28, 2012 at 04:18 PM Report Share Posted March 28, 2012 at 04:18 PM Quorum by default is a majority membership of the group according to RONR. So it would be five members. But as the organization has lowered the quorum down to two members, then those two members now constitute quorum. If this amount is anacceptable to the organization then the organization has to amend the By-laws. Link to comment Share on other sites More sharing options...
Trina Posted March 28, 2012 at 04:56 PM Report Share Posted March 28, 2012 at 04:56 PM ..."the presense of any two members of the Board of Directors, not representing the same office, at a board meeting shall constitute a quorum."...While you're looking at the bylaws, you might want to check what's behind this qualifier. According to RONR, there cannot be more than one person in an office. If your organization does have multiple people sharing one office, that had better be specifically authorized in the bylaws (don't just drift along assuming you can have co-presidents whenever the fancy strikes you, for example). Link to comment Share on other sites More sharing options...
Guest CJ Posted March 28, 2012 at 07:04 PM Report Share Posted March 28, 2012 at 07:04 PM Offices refer to 4 different physical locations in a 3 country area. Link to comment Share on other sites More sharing options...
David A Foulkes Posted March 28, 2012 at 07:06 PM Report Share Posted March 28, 2012 at 07:06 PM Offices refer to 4 different physical locations in a 3 country area.I hope you mean county area, yes? Link to comment Share on other sites More sharing options...
Trina Posted March 28, 2012 at 07:13 PM Report Share Posted March 28, 2012 at 07:13 PM Offices refer to 4 different physical locations in a 3 country area.OK, never mind my off-topic comment then. I was thinking 'office' like President, VP, etc.; you evidently meant something else entirely. Link to comment Share on other sites More sharing options...
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