Quorum and Election Issues

[Guest Laura Smith]

I will be attending an upcoming meeting soon. The organization only has one membership meeting per year. The bylaws state, "The membership shall meet annually at a time and place approved by the Board of Directors for the purpose of the transaction of such business as may come before the meeting." The bylaws do not define a quorum for a membership meeting, so it is my contention that we revert to the definition in Robert's, a majority of the membership. If that is correct, we most likely will not have a quorum, and therefore the meeting should be adjourned as there will not realistically be a way to obtain the quorum.

However, there is an item in the bylaws that makes this matter a bit muddy. Under the Article for the Board of Directors is the statement, "The Board of Directors shall meet as often as the business of the Corporation requires. At all meetings, a minimum of five directors (who may be present in person, by telephone, or by electronic communications - computer) shall constitute a quorum for the transaction of business." My interpretation is that the "all meetings" referenced here refers to the meetings of the Board, not of the membership, but I anticipate that a certain person is going to argue that this also determines the quorum requirement for the annual membership meeting. If that person's argument is valid, then what types of rights would the membership have at the meeting?

Additionally, there's a confusing matter pertaining to elections. The membership has not been presented with a slate of candidates or a ballot for this year's election. The bylaws state, "The Board of Directors shall be elected by written and/or electronic ballot by Eligible Members, unless the number of candidates running for the office equals the number of positions open, then balloting the membership shall not be required and the candidates shall be considered elected by acclamation." Personally, I think the bylaws are a mess, but nonetheless trying to make sense of what should happen now. We didn't get a ballot. At the very least, wouldn't we need a quorum of the MEMBERSHIP (not the Board) to be able to do an election by acclamation? And if even one person objects, wouldn't that block the acclamation?

Thanks for any clarification you can provide.

[Guest Edgar]

If that person's argument is valid, then what types of rights would the membership have at the meeting?

We can't properly interpret your bylaws without reading them in their entirety, something that's beyond the scope of this forum, but I'd say that that argument is not valid.

At the very least, wouldn't we need a quorum of the MEMBERSHIP (not the Board) to be able to do an election by acclamation? And if even one person objects, wouldn't that block the acclamation?

Yes, you'll need a quorum of the general membership at a meeting of the general membership to pretty much do anything. The presence or absence of board members is irrelevant. And the way to object to election by acclamation is to nominate a second candidate for a particular office.

[Note: It's early in the morning here so stay tuned for further observations which may be more, shall we say, lucid.]

[David A Foulkes]

I think Edgar is remarkably lucid for this early in the morning. And I concur with him as well.

[Trina]

I will be attending an upcoming meeting soon. The organization only has one membership meeting per year. The bylaws state, "The membership shall meet annually at a time and place approved by the Board of Directors for the purpose of the transaction of such business as may come before the meeting." The bylaws do not define a quorum for a membership meeting, so it is my contention that we revert to the definition in Robert's, a majority of the membership. If that is correct, we most likely will not have a quorum, and therefore the meeting should be adjourned as there will not realistically be a way to obtain the quorum.

Yes, if quorum is undefined, and if RONR is the organization's adopted parliamentary authority, then quorum defaults to the majority of the membership (even if you have no adopted parliamentary authority, the common parliamentary law leads to the same result; but it's harder to convince people of that). Perhaps you should be ready with some citations to help convince others at the meeting of this fundamental fact.

However, there is an item in the bylaws that makes this matter a bit muddy. Under the Article for the Board of Directors is the statement, "The Board of Directors shall meet as often as the business of the Corporation requires. At all meetings, a minimum of five directors (who may be present in person, by telephone, or by electronic communications - computer) shall constitute a quorum for the transaction of business." My interpretation is that the "all meetings" referenced here refers to the meetings of the Board, not of the membership, but I anticipate that a certain person is going to argue that this also determines the quorum requirement for the annual membership meeting. If that person's argument is valid, then what types of rights would the membership have at the meeting?

Given what you've quoted, and the fact that this language is in the Article about the Board, I would agree with your interpretation. The key point (that some people in the organization may not quite understand) is that there are two distinct assemblies within your organization -- the Board is one assembly, and the general membership is an entirely different assembly. Each assembly needs its own rules about how/when it meets, how special meetings (if any) may be called, what quorum is, etc. Rules written for one assembly do not somehow 'spill over' to the other assembly.

However, interpretation of the bylaws is the responsibility of the organization (see RONR 11th ed. pp. 588-591 for some principles of interpretation). More specifically, if the general membership is the body with the authority to amend the bylaws, then the general membership is the body that must do any necessary interpreting. This presents an interesting dilemma, since an inquorate meeting can't do any bylaws interpreting; however, the very decision the assembly would be making has to do with the distinction between quorate and inquorate. The best bet may be to educate as many people as possible (probably even ahead of time) so that the opinion of the majority is quite clear on this issue at the meeting.

Additionally, there's a confusing matter pertaining to elections. The membership has not been presented with a slate of candidates or a ballot for this year's election. The bylaws state, "The Board of Directors shall be elected by written and/or electronic ballot by Eligible Members, unless the number of candidates running for the office equals the number of positions open, then balloting the membership shall not be required and the candidates shall be considered elected by acclamation." Personally, I think the bylaws are a mess, but nonetheless trying to make sense of what should happen now. We didn't get a ballot. At the very least, wouldn't we need a quorum of the MEMBERSHIP (not the Board) to be able to do an election by acclamation? And if even one person objects, wouldn't that block the acclamation?

Thanks for any clarification you can provide.

Yes, you need a quorum of the general membership to conduct substantive business at a general membership meeting. Just curious, how has business been conducted at past AGMs in this organization? Is the typical attendance even close to a majority of the membership?

[Dan Honemann]

As previous responders have already noted, the answers to the questions asked (both directly and by implication) are going to depend almost entirely on provisions of this corporation's governing documents, which we know next to nothing about (those relating to the nomination and election process, for example), and also, very likely, applicable law. We can only make a guess as to where, and to what extent, the rules in RONR are going to be relevant.

[Guest Laura Smith]

I have been a member of the organization, which is a Nevada nonprofit organization with a little over 200 total members, for seven years, so this will be the sixth AGM that I will attend.

I'll call the "certain person" that I referenced earlier Violet. Violet was the primary architect of the bylaws and does not like challenges to those bylaws, and she has essentially been the Bylaws Chair for the organization. I believe the last full revision to the bylaws occurred when the organization became 501©3 in the mid-1990s; since then most of the changes have pertained to changes in membership criteria, and those changes have been highly contentious. There seems to be a mindset in the organization to leave well enough alone, but I believe we are stuck in a vicious cycle, and many of the problems are the result of poorly constructed bylaws. The one positive is that the bylaws can be amended by ballot, so we are not dependent on a quorum to get that work done.

Violet is now the Chair of the organization, so that is why I'm trying to prepare ahead of time.

Trina asked how past AGMs have been conducted. Two Boards ago (two year terms), the Chair was Daisy. Daisy and I tried to delve into some of the bylaws, and we both agreed that the organization had been conducting AGMs without a quorum for years. So for Daisy's second meeting as Chair--after we had reached this understanding of lack of quorum--she started the AGM by stating that there was no quorum present and therefore no official business would be conducted. Unfortunately, due to other priorities, this matter was not followed up on in terms of amending the bylaws.

So, at last year's AGM, I raised a Point of Information on the quorum issue and I was basically countered with the argument from the Board of Directors Article quorum definition. The meeting was abroad, so I did not have my copy of Robert's Rules with me, and neither did anyone else in the room, so basically it wasn't feasible to back up what I was trying to say with the appropriate reference, so the meeting proceeded.

After the meeting, I wrote up an article to try to describe in detail my argument on the quorum issue and I also included in it a suggested way to amend the bylaws with a definition of quorum for the AGM. I submitted the article to all members of the Board, but they never published it in the newsletter, so therefore most of the membership has not seen it.

So if this year's AGM goes the way I expect it to, my plan is to raise a Point of Order on the quorum issue, as this will require it to be documented in the Minutes (of course I will likely have to educate the Secretary of her responsibilities pertaining to Point of Order). If the assembly finds in favor of the Point of Order, then the meeting should be adjourned, and hopefully there will finally be a call to action to make the amendment to the bylaws (by ballot, of course) and then move forward from there. If the assembly is not favorable to the Point of Order, at least there will finally be documentation in place.

[Guest Nancy N.]

When you say the bylaws can be amended by ballot, you do mean by mail ballot, yes?

[Guest Laura Smith]

Mail or electronic ballot, the bylaws give the flexibility for either method.

[Guest Laura Smith]

Back to the quorum issue. Now the Chair is saying that this segment of the bylaws under the article for meetings provides that the organization will have a quorum at every one of our Annual, well-advertised General Business Meeting that every Eligible Member is invited and encouraged to attend: "The authority of [the organization] is vested in the meeting of the members that every Eligible Member has a right to attend. Any questions submitted for decision at a meeting shall be decided by a majority vote of the Eligible Members in attendance. In the event a question of an organizational nature is submitted during a Convention, any member attending may request that such question be resubmitted to the membership at large for a ratifying vote. If such a request be affirmed by the Eligible Members present, the question will be held over for a full vote of the membership."

Any opinions out there as to whether this statement from the bylaws would be sufficient for a quorum requirement, or would you interpret that since Robert's Rules is our parliamentary procedure, that the organization needs a majority of the membership at the Annual Membership Meeting for a quorum?

Thanks for any insight!

[Gary c Tesser]

Back to the quorum issue. ... [snip] , or would you interpret ...

Laura, please see Mr Honemann's authoritative post, #5, above. And beyond being mind-bogglingly useless or misleading, our commenting on this forum on specific bylaws is at best a bad idea (and sometimes prohibited). (There's a friendly and intelligent forum nearby whose purpose is discussing bylaws. I suggest you look there, they would probably help. You can't hold them off.)

(OK, darnit. I think the newly-quoted passage has nothing to do with the quorum issue. But that determination would have to be made by the membership. Try to get members to attend, Laura, in case you win, and there's no quorum, and everybody who took the trouble to attend has wasted their time, and they'll all be mad at Laura, because people do, indeed, shoot the messenger.

(THen some time, some where, at a meeting with a quorum, amend the bylaws to provide for a more realistic quorum requirement. And maybe insert wording like "at board meetings" in the reference to a quorum that's in the article about the board, to remove that silly ambiguity.)

[Trina]

...

I think the newly-quoted passage has nothing to do with the quorum issue. But that determination would have to be made by the membership.

...

I agree with both sentences.

[Gary Novosielski]

Back to the quorum issue. Now the Chair is saying that this segment of the bylaws under the article for meetings provides that the organization will have a quorum at every one of our Annual, well-advertised General Business Meeting that every Eligible Member is invited and encouraged to attend: "The authority of [the organization] is vested in the meeting of the members that every Eligible Member has a right to attend. Any questions submitted for decision at a meeting shall be decided by a majority vote of the Eligible Members in attendance. In the event a question of an organizational nature is submitted during a Convention, any member attending may request that such question be resubmitted to the membership at large for a ratifying vote. If such a request be affirmed by the Eligible Members present, the question will be held over for a full vote of the membership."

Any opinions out there as to whether this statement from the bylaws would be sufficient for a quorum requirement, or would you interpret that since Robert's Rules is our parliamentary procedure, that the organization needs a majority of the membership at the Annual Membership Meeting for a quorum?

Thanks for any insight!

I don't see the word "quorum" anywhere in there, (but of course I haven't read the entire bylaws). That would suggest that the default quorum (a majority) would apply, but then again I'm not a member, so I would have no vote in the interpretation of your bylaws.

I will say that I don't see any evidence that Violet, if she is the architect of that passage, has anything to be proud of.