BOD election with quorum issue

[Guest Robert Spangler]

We require 35 members for a quorum at our general (an only in person) meeting. The bylaws state that votes are cast "in person." If we do not get the 35 person quorum and we have to elect a new board under our bylaws, what options do we have or not have? Does the current board stay in place - and for how long? Can/should we hold the election anyway and see what happens?

It seems we must hold an election, yet can't and are restricted from electronic and other means of voting.

In case this helps: We are incorporated in Illinois (but have not offices in Illinois). We have an office in Colorado and one in Maryland. Our meeting will be in California.

I look forward to your assistance.

Thanks,

Rob

[J. J.]

Adjourn the meeting to a specific time and try again then.

[Guest TJKR]

Why do you need exactly 35 members for a quorum? What do your bylaws say @ quorum? How many total members do you have? I would look at lowering your quorum threshold if possible since you make it sound difficult attaining the existing required 35.

[Guest Edgar]

I would look at lowering your quorum threshold if possible . . .

Of course that can't be accomplished without a quorum (and I see no reason not to take Mr. Spangler at his word when he says the quorum requirement calls for 35 members).

Mr. Spangler might want to look into any corporation laws which might provide a solution to this problem.

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[sMargaret]

We require 35 members for a quorum at our general (an only in person) meeting. The bylaws state that votes are cast "in person." If we do not get the 35 person quorum and we have to elect a new board under our bylaws, what options do we have or not have?

You can hold a meeting to adjourn to a specific date and time, and try again. That's your only option. Of course, you could also adjourn to later that day, and make some frantic phone calls to members.

Does the current board stay in place - and for how long?

Depends on what your bylaws say. They might say that the term ends at a specific date, or they could say until the new board is elected.

Can/should we hold the election anyway and see what happens?

Fire and brimstone coming down from the skies! Rivers and seas boiling! Forty years of darkness! Earthquakes, volcanoes... The dead rising from the grave! Human sacrifice, dogs and cats living together... mass hysteria!

Not recommended.

It seems we must hold an election, yet can't and are restricted from electronic and other means of voting.

Once you can get a quorum, start work on amending your bylaws.

[David A Foulkes]

Fire and brimstone coming down from the skies! Rivers and seas boiling! Forty years of darkness! Earthquakes, volcanoes... The dead rising from the grave! Human sacrifice, dogs and cats living together... mass hysteria!

Well....... maybe just points of order.

[Guest Rob Spangler]

Hello everyone.

The bylaws say 35 and no one knows why. They are very old and were written when there were 400+ members. Now, there are 96 members.

-Frantic calls won't get people to California by a given afternoon.

-One suggestion of lowering the quorum threshold sounds good, but how do I do that without a quorum? How do I get around in-person voting?

I get the message about damnation raining down from the heavens if we hold the election.

-Can we postpone the meeting to a telephone conference or written ballot/mail process?

-How can we get around the in-person voting?

Thanks for the help. I still don't have a usable path, so please continue to offer the guidance you can.

Take care,

Rob

[David A Foulkes]

In case this helps: We are incorporated in Illinois (but have not offices in Illinois). We have an office in Colorado and one in Maryland. Our meeting will be in California.

Offices in Colorado and Maryland, and the meeting is in California? Hmmmm...... So, of your 96 members, what state would most likely work for getting a quorum together? Perhaps your best shot is to set up an adjourned meeting (See Section 22, RONR 11th, Fix the Time to Which to Adjourn) while in CA to somewhere that a quorum can appear. This, in conjunction with advanced preparation, and following the rules for amendment of your bylaws (you do have something in there about that, yes?), could allow you to adjust your quorum requirement to something more appropriate. Until then, without 35 members in the meeting hall, you're spinning your wheels.

Also, check your bylaws for Term of Office for your Board to see if current officers retain their position in the event of no election taking place. If the term of officers is defined as "X years and/or until their successors are elected" (or similar enough language), they stay on until the election is completed.

[sMargaret]

-One suggestion of lowering the quorum threshold sounds good, but how do I do that without a quorum? How do I get around in-person voting?

This is really a case study of why quorums shouldn't be numbers in bylaws, but should instead be percentages - at least in my opinion. Not to mention how to review bylaws on a regular basis, while you still had enough members to regularly make quorum. Unfortunately, you can't "get around" in-person voting.

Any attempts to do so - say by holding an inquorate meeting to authorize bylaw changes to reduce the quorum, or authorize voting by mail - would be, I believe, a continuing breach of order, and could be ruled out of order at any time. I think. I am sure to stand corrected if I wrong, however.

[Guest Jeff Arnold]

Could additional members be brought into the meeting via teleconference, Skype or another web-based method? Can in-person be in-person by voice vote?

[Guest Edgar]

Could additional members be brought into the meeting via teleconference, Skype or another web-based method? Can in-person be in-person by voice vote?

Not unless your bylaws, or some superior rule or law, authorize it. So I would again suggest you look into any applicable corporation laws which may provide a solution to your problem.

[Weldon Merritt]

This is really a case study of why quorums shouldn't be numbers in bylaws, but should instead be percentages - at least in my opinion..

Actually, each has its advantages and disadvatages. For some organizations, a good compromise is someting like, "x members, or y percent, whichever is fewer."

[g40]

Perhaps you could recruit enough new members to make the 35 quorum.

[David A Foulkes]

Perhaps you could recruit enough new members to make the 35 quorum.

Although membership applications may require approval at a quorate meeting.