Quorum for Convention of Delegates

[Guest Gene Bierbaum]

The Association of Constituent Units has 293 member units. Some believe that 147 constituent units represented in person or by proxy constitute a quorum for any annual or special meeting. Is this correct? Quotes from the Bylaws follow:

"The membership of the Association shall consist of the individual Constituent Units that have been accepted into membership . . ."

"A majority of the Constituent Units entitled to vote at any annual or special meeting, and who are present in person or by proxy, shall constitute a quorum for such meeting."

"At any annual meeting of the Association, each Constituent Unit in good standing may be represented by one voting delegate and one alternate, such alternate being entitled to vote only in the absence of the voting delegate. Each Constituent Unit shall be entitled to one vote, either by the delegate present or by proxy."

[Guest Edgar]

Well, a majority of 293 is 147 and that's as much as I'm prepared to say at this point. But if only "some believe", what do others believe?

[Chris Harrison]

It is beyond the scope of this forum to interpret bylaws (see RONR pp. 588-591 for some principles to help you all do the interpreting). However, if I were you all I would take a close look at the passage saying "A majority of the Constituent Units entitled to vote at any annual or special meeting, and who are present in person or by proxy, shall constitute a quorum for such meeting." That passage leads me to believe that those who wrote it might not have understood what a quorum is (see p. 21 ll. 3-6 for how RONR defines it).

[Sean Hunt]

It is beyond the scope of this forum to interpret bylaws (see RONR pp. 588-591 for some principles to help you all do the interpreting). However, if I were you all I would take a close look at the passage saying "A majority of the Constituent Units entitled to vote at any annual or special meeting, and who are present in person or by proxy, shall constitute a quorum for such meeting." That passage leads me to believe that those who wrote it might not have understood what a quorum is (see p. 21 ll. 3-6 for how RONR defines it).

The rule seems quite clear. The use of "quorum" to mean "a subset of members which is large enough to conduct business" is quite common, and indeed I find it leads to better language it some cases.

[jstackpo]

Or in quasi-mathematical (looking) terms:

A "quorum" is defined as the minimum number of [X] which must [Y] for a meeting to properly conduct business.

Just supply words for [X] and [Y] plus that "minimum number" (could be a percentage) and you are done.

For a regular meeting of members, [X] = "members" (or maybe "members entitled to vote"); [Y] = "be present"; the minimum number is your choice.

For a convention of delegates, [X] = "registered delegates"; [Y] = "be present"; RONR's default for the minimum number is a majority, p. 21.

Some organizations replace [X] with "the total number of votes eligible to be cast" rather than "members" or "delegates". This allows them to cover the situation where members may carry proxy votes, or the delegates have weighted voting power, based on the size of where they come from. It gets a little messy, but it is feasible.

With a good clear definition of a quorum, it is no problem to count up the [X]s in the room and see if a quorum is indeed present at a particular meeting.

[sMargaret]

Is it a general meeting that is being held, or a convention?

RONR, page 5, defines convention as an assembly of delegates, chosen as representatives of constituent units.

Page 21 states that in the meetings of a convention - unless bylaws state differently - the quorum is a majority of the delegates who have been registered at the conference in attendance. That is not a majority of members, just a majority of registered delegates.

[Shmuel Gerber]

Maybe this is some kind of parliamentary Rorschach test.

Put up an unanswerable question and see how the regulars respond. Some possible reactions:

- Say that we don't interpret bylaws here

- Point out the usual definition of quorum

- Wonder whether it is really a convention

- Mention FAQ 10

- Get confused about a membership that consists of organizations rather than of people

- Become bogged down in analyzing the placement of commas and other matters of syntax in the quoted bylaws provision

- Identify the fact that it might be possible for a member unit to not be a "Constituent Unit in good standing"

- Suggest that the phrase "entitled to vote" limits the set to the members who are present, since members who are not present are not entitled to vote, regardless of whether that renders the provision meaningless

- Come up with some clever interpretation to fit together the few pieces that we do know, without knowing or caring what the other pieces might say.

- Psychoanalyze the question, trying to read between the lines

- Watch a football game or other mindless modern-day gladiatorial contest

- Come back later and see if any additional information has been provided

[Shmuel Gerber]

I didn't mean to imply that the original poster must wait until after a football game to supply more information about the question.

[sMargaret]

I didn't mean to imply that the original poster must wait until after a football game to supply more information about the question.

Oh sure, now be soothing...