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Quorum - Resignations when does the new quorum begin

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My committee/organization has a set the business quorum to 50% plus 1.  Recently one of the members resigned prior to the regularly scheduled meeting.  

  • When does the quorum adjust?
  • Does the quorum remain the same for the regularly scheduled meeting?  
  • Does the quorum change once the member submits the resignation?
  • Can the meeting be called to order if the current quorum is not met because of the resignation?
  • Should we vote to accept the resignation and change the quorum to reflect the new membership number and conduct business?
  • Are we required to vote on a resignation of a committee member? 

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My committee/organization has a set the business quorum to 50% plus 1.  Recently one of the members resigned prior to the regularly scheduled meeting.  

  • When does the quorum adjust?
  • Does the quorum remain the same for the regularly scheduled meeting?  
  • Does the quorum change once the member submits the resignation?
  • Can the meeting be called to order if the current quorum is not met because of the resignation?
  • Should we vote to accept the resignation and change the quorum to reflect the new membership number and conduct business?
  • Are we required to vote on a resignation of a committee member? 

 

It is the number of members that adjusts, the quorum stays at "50% plus 1," which is different than the RONR default of a majority. 

 

The quorum, which is to say the percentage requirement, stays the same, but it is based on the current number of members.

 

A resignation is a request to be excused from a duty, and it goes into effect when it is adopted.

 

A meeting can and should be called to order if a quorum is not present.  However, no business can be transacted without a quorum.

 

Generally, a committee would not have the authority to accept the resignation of one of its members.  This would be the province of the appointing power.  In any event, a body without a quorum cannot accept a resignation.  

 

Check your bylaws for provisions on how committees are to be appointed and for provisions on how committee members may resign.  It also may be important to know how the committee was established.  Generally, the body or the individual doing the appointing has the authority to do the removing and the accepting of resignations.     

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I realize that I am reviving an old topic, but does anyone have a RONR page reference for this?

 

Start reading at page 347 line 21 (RONR 11th ed.), with particular attention to the first sentence which states (in so many words) that any business conducted at in inquorate meeting is null and void, with the few procedural exceptions noted later on.

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That section states the exceptions as, "Even in the absence of quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental measures, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they relate to these motions or to the conduct of the meeting while it remains without a quorum" (p 347, ll. 30-p 348, ll. 2). 

 

Because requesting to be excused from a duty is an incidental motion (p 70, ll. 34-p. 71, ll. 2), would this qualify as one that can be legally done in a quorum-less meeting?

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Because requesting to be excused from a duty is an incidental motion (p 70, ll. 34-p. 71, ll. 2), would this qualify as one that can be legally done in a quorum-less meeting?

 

Yes, provided that the request relates to the conduct of the meeting. For example, an inquorate assembly could consider a request for the Secretary to be excused from the duty of taking minutes for that meeting, but it could not consider a request for the Secretary to resign from office entirely.

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Guest GuestXIV

Where Tim Wynn answered "It is the number of members that adjusts" was he being overly broad?  Our condo bylaws say the Board of Directors has 5 members, which seems to imply the number of members is constant and does not adjust when members resign (or become ineligible to continue serving, for instance by selling their condo units).

(If three leave the Board, a quorum presumably becomes impossible.  However, our bylaws say the remaining members shall appoint people to fill vacancies, even without a quorum.)

We have a similar situation now on our Bylaws Committee, which is an advisory committee that reviews the bylaws and recommends amendments.  Its charter (which isn't in the condo bylaws, but was adopted by a vote of the committee) says "the committee will have 7 members" but there were really never more than 6.  With either 6 or 7, the quorum was 4.  But recently one member announced her resignation, and another was absent a third time at the most recent meeting, which results in her automatic dismissal from the committee according to the charter.  So there are now 4 or 5 people who are members of a committee that is officially supposed to have 7 members.  The most recent meeting was attended by 3, and the person who resigned says it lacked a quorum because a majority of 7 didn't attend. (Note: the committee's charter doesn't specify the quorum or Robert's Rules.  The committee voted to operate under Robert's Rules.)

Is the quorum 4 because the charter says "the committee will have 7 members" or is it 3 because only 4 or 5 people are members?  Robert's Rules says a majority of the members, but I don't see anything in Robert's Rules that's crystal clear about the definition of "members" and the word seems ambiguous.

Because the Bylaws Committee is an advisory committee, I see no need for the "protection of the majority" that a quorum requirement is intended to provide, because the governing body receiving the advice is free, if they wish, to take into account the (small) number of committee members who voted to give the advice.  Also, who are the absent majority who would be protected by a quorum of 4, when 3 attend and only 1 or 2 actual members can be identified as absent?

Two years ago I attended an open meeting of the Board of the Maryland Homeowners Association.  The MHA bylaws say their Board has 13 members.  Only 6 were in attendance.  They said 2 of the 13 had resigned so the quorum had dropped to 6, and they proceeded to do business. (I thought that was fishy, but I didn't speak up.)

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55 minutes ago, Guest GuestXIV said:

Two years ago I attended an open meeting of the Board of the Maryland Homeowners Association.  The MHA bylaws say their Board has 13 members.  Only 6 were in attendance.  They said 2 of the 13 had resigned so the quorum had dropped to 6, and they proceeded to do business. (I thought that was fishy, but I didn't speak up.)

It was probably wise of you not to speak up.

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1 hour ago, Guest GuestXIV said:

Where Tim Wynn answered "It is the number of members that adjusts" was he being overly broad?  Our condo bylaws say the Board of Directors has 5 members, which seems to imply the number of members is constant and does not adjust when members resign (or become ineligible to continue serving, for instance by selling their condo units).

(If three leave the Board, a quorum presumably becomes impossible.  However, our bylaws say the remaining members shall appoint people to fill vacancies, even without a quorum.)

We have a similar situation now on our Bylaws Committee, which is an advisory committee that reviews the bylaws and recommends amendments.  Its charter (which isn't in the condo bylaws, but was adopted by a vote of the committee) says "the committee will have 7 members" but there were really never more than 6.  With either 6 or 7, the quorum was 4.  But recently one member announced her resignation, and another was absent a third time at the most recent meeting, which results in her automatic dismissal from the committee according to the charter.  So there are now 4 or 5 people who are members of a committee that is officially supposed to have 7 members.  The most recent meeting was attended by 3, and the person who resigned says it lacked a quorum because a majority of 7 didn't attend. (Note: the committee's charter doesn't specify the quorum or Robert's Rules.  The committee voted to operate under Robert's Rules.)

Is the quorum 4 because the charter says "the committee will have 7 members" or is it 3 because only 4 or 5 people are members?  Robert's Rules says a majority of the members, but I don't see anything in Robert's Rules that's crystal clear about the definition of "members" and the word seems ambiguous.

Because the Bylaws Committee is an advisory committee, I see no need for the "protection of the majority" that a quorum requirement is intended to provide, because the governing body receiving the advice is free, if they wish, to take into account the (small) number of committee members who voted to give the advice.  Also, who are the absent majority who would be protected by a quorum of 4, when 3 attend and only 1 or 2 actual members can be identified as absent?

Two years ago I attended an open meeting of the Board of the Maryland Homeowners Association.  The MHA bylaws say their Board has 13 members.  Only 6 were in attendance.  They said 2 of the 13 had resigned so the quorum had dropped to 6, and they proceeded to do business. (I thought that was fishy, but I didn't speak up.)

Members are living, breathing, individuals.   If the bylaws say that the board shall have 7 members, it is up to the society to make sure, to the extent possible, that this is true, in order to comply with the bylaws.   Nevertheless, if the board should, at some point, for whatever reason not have 7 members, and the quorum is a majority of members, then the quorum will be reduced.  There is a lot of truth in what actually happens.

If, instead, the bylaws had said that a quorum was 4, then a quorum is 4.

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Guest GuestXIV

I found an informative blog article at: http://canons.sog.unc.edu/quorum-calculations-the-impact-of-vacancies-and-members-who-dont-vote/
Its author agrees with me that Robert's Rules is ambiguous about the meaning of "members."  Then he cites other parliamentary authorities that say vacancies are not to be counted as members (unless the society's governing document specifies otherwise).

Here are a few sentences excerpted from his summary paragraph: "In my view, the best practice is not to count vacant seats in such quorum determinations.  One reason is that this approach aligns with other parliamentary authorities.  See Mason’s, § 501.1 (2010 ed.) (“When there is a vacancy, unless a special provision is applicable, a quorum will consist of the majority of the members remaining qualified.”)  Additionally, excluding vacancies reduces the likelihood that the lack of a quorum will prevent a committee or appointed board from performing its assigned functions."

I suspect Gary N is wrong when he says that vacancies on the Board reduce the "majority of members" quorum even when the bylaws specify the number of members that comprise the Board. (And I think "there is a lot of truth in what actually happens" is too much like "might makes right" and "you can't fight city hall.")  While googling, I've encountered many opinions that say vacancies can prevent Boards from achieving quorum.  For advisory committees, I agree with Gary that there's no harm in lowering the quorum.  And it may be practical in general to reduce the quorum so that business may proceed, but the logical extension of this argument is that there should never be a quorum requirement so that business may always proceed.  So let's not forget the reasons why there is a quorum requirement.  In some cases, those reasons may support not reducing the quorum due to vacancies.  For example, to prevent a small number of people from approving an expensive long term contract.

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I agree with Mr. Novosielski, and I'd add that you only run into this problem if you believe that bylaws cannot fail to be followed.  If the bylaws provide that a committee have 7 members, and it instead has 5, the bylaws have been violated, and the situation should be corrected.  It doesn't follow, though, that it actually has 7 members.  Just think of the problems that would result - how would one fill a vacancy?  "This committee had 7 members, and Jill resigned, so I move that nominations be opened for a new member of the committee." "Point of order - the bylaws state that the committee should have 7 members, and, therefore, it has 7 members, so there can't be a vacancy and there's nothing to fill."

If that's absurd, so is, in my view, claiming that a majority of the committee is 4 when it has only 5 members, or that a majority of the entire membership of the committee is 4.  We don't create fictions about the number of members.

Previously, an argument, I think a good one, has been presented here about boards which can fill their own vacancies - that they have no incentive to fill vacancies, and thus diminish the power of their current members, if a quorum is a majority of the filled seats.  I can see breaking out this case.

I also disagree with the attempt, supra, to distinguish between 'advisory' committees and committees with power, in terms of quorum.  The purpose of quorum is the protection of absentees, which obviously means absentees who are members of the group meeting.  Whether making advice or spending money, what is prohibited is the conduct of the business of the committee without a quorum.  It has nothing to do with protecting non-members.  If you suppose that, for instance, it's about protecting the membership of the larger society from their money being spent by only a few people, when they appointed a larger group to make the decision, you'd need to require that committee members also not be allowed to abstain, for example.  If abstentions are allowed, then there is nothing the larger society can do to prevent a smaller group from approving an expensive contract.

 

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2 hours ago, Guest GuestXIV said:

Its author agrees with me that Robert's Rules is ambiguous about the meaning of "members."

I can't imagine why anyone finds the definition of "member" in RONR to be ambiguous, especially in this context. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." (RONR, 11th ed., pg. 3, emphasis in original). An empty position is not a person and does not have any right (or ability) to participate in a meeting, and is therefore unambiguously not a member in the sense that term is used in RONR.

2 hours ago, Guest GuestXIV said:

I suspect Gary N is wrong when he says that vacancies on the Board reduce the "majority of members" quorum even when the bylaws specify the number of members that comprise the Board. (And I think "there is a lot of truth in what actually happens" is too much like "might makes right" and "you can't fight city hall.")  While googling, I've encountered many opinions that say vacancies can prevent Boards from achieving quorum.  For advisory committees, I agree with Gary that there's no harm in lowering the quorum.  And it may be practical in general to reduce the quorum so that business may proceed, but the logical extension of this argument is that there should never be a quorum requirement so that business may always proceed.  So let's not forget the reasons why there is a quorum requirement.  In some cases, those reasons may support not reducing the quorum due to vacancies.  For example, to prevent a small number of people from approving an expensive long term contract.

Some organizations, and some laws which are binding on various governmental bodies, define their quorum as a fixed number, or as a majority of the fixed membership of the board. In such cases, vacancies would not affect the quorum. This may mean that vacancies could prevent the board from obtaining a quorum. As you note, this may even be the desired outcome of the drafters of such rules. Some organizations (or courts, in the case of laws) might even make such an interpretation in the absence of such language, based on other language in such rules or laws, or perhaps simply based on a misunderstanding of the parliamentary law.

So far as the rules of RONR are concerned, however, if an assembly's quorum requirement is simply defined as "a majority of the members," this refers to the number of actual living, breathing members the organization has. Most organization's bylaws define a specific number of members for their board. If an organization's bylaws say that the board has seven members, however, and one member has resigned (and that resignation has been accepted) and one has died, I think it is fairly obvious that the board, at that moment, has only five members.

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Guest GuestXIV

Our condo bylaw about vacancies says "Vacancies in the Board of Directors caused by any reason other than removal of a Director by a vote of the Council [of Owners] shall be filled by a vote of the majority of the remaining Directors, even though they may constitute less than a quorum of said Board; [....]"  Thus a quorum may be larger than a majority of the remaining members, and the Board can't take other normal actions unless a quorum is present.  Whoever wrote our bylaws clearly disagreed with the opinion that vacancies should reduce the quorum. 

As I wrote earlier today, I've encountered many opinions on both sides of this question, so I don't think additional opinions unaccompanied by authoritative citations add much to the discussion.

Here's a link to another blog, which points out that state laws may set the quorum of corporate Boards. It cites a law that says vacancies do not reduce the Board's quorum unless the bylaws say otherwise: http://www.davis-stirling.com/tabid/655/Default.aspx

I don't agree with Godelfan that the purpose of an advisory committee's quorum is to protect its absent members.  Being advisory means harm could befall only the society as a whole, due to inferior advice.  What action could an advisory committee take that harms its absent members and can't be reversed, either at a later meeting when the absent members return, or if necessary by the body that created the committee?  Also, Godelfan's point about a committee spending money or approving contracts doesn't apply to advisory committees.  Thus I think Godelfan hasn't made a compelling argument that advisory committees shouldn't be distinguished from non-advisory committees, regarding quorum.

Josh M, can you cite where RONR clearly states that "majority of the members" refers to a majority of the living, breathing members?

Thanks to everyone who's responded so far!

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You've quoted what your bylaws say about vacancies occurring in your board of directors, but I don't see that you've told us how your bylaws define a quorum for your board. It's hard to respond to your questions without that information.

As to your question about "majority of the members" referring to a majority of the living breathing members, you might look at RONR, 11th ed. p. 403, l.25- p. 404, l.18, paying particular attention to ll. 25-27 on p. 403: "A majority of the entire membership is a majority of the total number of those who are members of the voting body at the time of the vote."

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Obviously, absent members, if the committee takes action without a quorum, which is then reported back to the superior body, will not be able to weigh in on that action before it is taken and reported.  (You'll ask - what action?  They just give recommendations.  But all any assembly does is adopt words.  The conduct of business just means making decisions as to what words to adopt.  These committees conduct business as surely as any assembly conducts business.  By the way, what you are referring to as an advisory committee is what RONR envisions as the standard operation of a committee.)  This is precisely what harm generally means in the parliamentary sense.

The second point has been mischaracterized by your response, so I'll try again.  You claim it is worthwhile to distinguish between committees with power and without power, as regards the purpose of quorum.  According to your argument, committees with power need stricter notions of quorum because the superior body doesn't want a small number of people deciding to enter into an expensive contract, and so appointed a larger number of people to the committee - and if resignations reduced quorum, you'd have a small number entering into contracts, frustrating the designs of the superior body.  Do I have your argument correct?

To which I then responded that quorum is an inadequate tool for such a goal anyway - if the body appoints 7 people to a committee, and all 7 show up, and 6 abstain, they'll still have 1 person deciding to enter into the contract.  This, though, is unsurprising, since the point of quorum requirements has absolutely nothing to do with the supposed right of non-members of any group to rest assured that said group will have many people participating in its decision-making.  It's purpose is always and everywhere, in committees with power and without, the protection of absent members.  It is irrelevant that such an observation doesn't apply to a committee without power, because the only time you assert that quorum is supposed to protect non-members is when discussing committees without power.

The statement on p. 21 that quorum is to prevent unrepresentative action by an unduly small number doesn't mean that non-members have a right to prevent such action; it's referring to the membership itself not wanting action taken on its behalf by an unrepresentative small number.  Incidentally, the text then goes on to suggest that, in many cases, it would be appropriate to specify a number for quorum, which would have mooted this question.

Applicable procedural laws outrank parliamentary rules (but it's not clear that your organization has adopted RONR - although its committees seem to be adopting parliamentary authorities, which is not permitted unless the bylaws or the motion forming the committee give the committee permission to adopt its own rules) but this does not inform or modify the rules themselves, just their application to a body also subject to those laws.  If a body is subject to such laws, it needs to follow them, but this plays no part in a determination of what the appropriate parliamentary rule would be.  Note also that the only authority cited on the website you provided says this:

(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply:
 

This does nothing to answer the question at hand if the organization in question, assuming it is subject to this code, has adopted RONR in its bylaws, because the question then remains as to what RONR says, and, in particular, if it provides otherwise.  However, the code provided (which I believe is a California code) does not actually say that quorum is not reduced for vacancies, that statement appears on the website only, and no authority is cited for it.  Furthermore, corporate boards are a special case for many principles, since they are boards that do not answer to any superior body.  

Finally, it makes perfect sense to look for authoritative citations if you believe the rule is settled.  However, you claim it is not settled, and that RONR is ambiguous.  In such a case, the most you can get is persuasive authority, and arguments from reason, from policy, etc. are fully appropriate.

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Guest Who's Coming to Dinner
2 hours ago, Guest GuestXIV said:

Josh M, can you cite where RONR clearly states that "majority of the members" refers to a majority of the living, breathing members?

He did already. "A member … is a person …." An empty chair is not a person, even if it talks to you.

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Guest GuestXIV

Bruce L: To answer your question, our condo bylaws say our Board quorum is a "majority of the Directors."  But I haven't asked any questions here about our Boards quorum, so I'm unsure why you asked. (No one in our condo association disagrees that our Board quorum remains 3 (a majority of 5) even when seats are vacant, because the "majority of the remaining Directors, even if less than a quorum" language in our vacancies bylaw makes it clear.)  My specific concern is the quorum of our Bylaws Committee, which our condo President claims is a majority of 7 because the committee's charter says the committee "will have 7 members." (I also made some general comments/opinions and provided some links, but those comments weren't questions.)

Thanks very much for the reference to pages 403-404 in Robert's Rules.  Unfortunately, I doubt the phrase "majority of the number of those who are members at the time of the vote" will convince our President since she often exhibits comprehension problems, even with seemingly plain language, once she's gotten a notion.  The clause "at the time of the vote" means that definition isn't clearly applicable to quorums; the definition of a term may depend on context, and the context of 403-404 is voting, not quorum. The footnote at the bottom of page 403 may also be helpful, since it explains the difference between majority of the fixed membership and majority of the entire membership, but those definitions too are provided in the context of voting and thus might not be general definitions.  A stronger citation would explicitly be within or include the context of quorum.

Godelfan: I don't think it matters that an advisory committee's absent members won't be able to weigh in before a committee action is reported, since they can weigh in before the society acts on the report.  I disagree that all an assembly does is adopt words; for an assembly that's not an advisory committee their adopted words authorize or require the society's executives to take actions, and courts can compel the actions required by the assembly, and even find them liable for misconduct if they authorize actions barred by law.  Can the same be said of an advisory committee?  The parliamentary sense of "harm" as harm to absent members is irrelevant if there's no real chance of harm to absent members.

Yes, you've correctly paraphrased my argument that the purpose of quorum depends on whether or not the body is advisory.  I disagree with you that only one person has decided to enter into a contact when 6 of 7 members abstain; the abstainers had an effortless opportunity to vote No, and if they thought the contract was poor they would have (or should have) voted No.  In an important sense, abstainers participate in a collective decision.  It seems similar to when a chairperson says words equivalent to "without objection, so ordered" and no one objects.  In many situations, silence = consent. (It might be reasonable to interpret the lack of a Senate vote against a President's Supreme Court appointee as consent, if the Senate's current rules don't otherwise define consent.)

RONR p.21 also says the quorum should be set small enough that quorum will usually be achieved in good weather, which suggests protection of absent members isn't paramount.  My own limited, anecdotal observations suggest attendance at condo advisory committees tends to dwindle over time, so their quorum should either be small, or be relative to the number of members who attend most meetings. (For the latter, I'm thinking of a provision that removes from membership a person who misses several meetings.)

The state corporations code I mentioned was presented as an example intended to call into question the claims that it's obvious the quorum is supposed to be relative to "living, breathing" members and not to "fictional" members.  As to whether or not that code says vacancies don't reduce quorum (unless the bylaws say otherwise), here's the code's actual language: "A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business."  If the bylaws say the Board is comprised of 5 members, then 5 is the number authorized, which means vacancies don't reduce the quorum.  Are you saying I'm incorrectly interpreting that code?  My interpretation matches the interpretation by the author of the Davis-Stirling.com article I linked, who wrote: "Unless the bylaws state otherwise, a majority of the number of directors authorized in the bylaws constitutes a quorum of the board for the transaction of business. (Corp. Code §7211(a)7.) A vacancy on the board does not change the number of directors needed to make a quorum--the board needs a majority of the number authorized in the bylaws, not a majority of actual directors. For example, if the bylaws call for a board of five directors, the quorum is three. If two directors resign, the quorum requirement for the three remaining directors is still three."

Our condo bylaws don't specify any parliamentary procedure.  Neither does the law here in Maryland, I believe.  Nor does the committee's charter.  The committee voted to adopt Robert's Rules.  You implied the committee isn't permitted to do that, if I've understood you correctly.  But it appears not to conflict with anything, so why do you believe it isn't permitted?

Yes, I agree that arguments from reason, policy, etc are welcome.  I was overly broad when I wrote that opinions aren't very helpful.  They're helpful when supported by arguments.

Guess Who's Coming to Dinner:  I disagree that Josh M's citation is clear about the meaning of "member" in the context of quorum.  Definitions aren't necessarily general; they may shift depending on context.

By the way, in case anyone here has been watching the new tv series Designated Survivor, which is about the aftermath of an explosion at the State of the Union address that wipes out most of the U.S. government, I think the tv series isn't correctly dealing with quorum.  Only two members of the House of Representatives survived the bomb (the entire Senate, President, VP, Supreme Court, and most of the Cabinet were killed) yet the House is supposedly stuck (presumably due to lack of quorum, but they don't make this clear) until the States conduct special elections.  Actually, the House has a rule that adjusts the quorum down as far as needed after a catastrophe, and the Office of the Clerk of the House website claims vacancies reduce the quorum accordingly.  Also in Designated Survivor, a majority of the States' governors refused to appoint new Senators until the new President (who was Secretary of HUD until the catastrophe) agreed with great reluctance to bar Muslim refugees, which suggests they think the Senate quorum is at least 51.  The actual Senate rule is at http://www.rules.senate.gov/public/index.cfm?p=RuleVI.  The rule seems ambiguous about the quorum: "majority of the Senators duly chosen and sworn."  Subsequent language in the rule, about pursuing absent Senators to achieve quorum, is a hint that it means a majority of the live Senators, but googling turns up many claims that it's fixed at 51. (If the Senate quorum is a majority of its living members then I think each Governor would have a strong incentive to be first to appoint two Senators--and the few Governors who support the President and the Union would surely proceed--and then each "holdout" Governor would have a strong incentive not to let his/her State remain unrepresented in the functioning Senate.)  Sorry to have strayed somewhat off topic... RONR isn't used by the House or Senate, but maybe it's of interest.

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1.   Guest XIV, please see this thread: 

... and note the succinct and comprehensive explanation by jstackpo (or however you spell it, I'm close at least -- it's the second or third reply) as to how to deal with the president's opinion.

Edited by Gary c Tesser
got post number wrong. Jets in four minutes

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What, then, of p. 130, lines 26-29:  "...When an assembly 'takes action,' all it ever actually does itself is to adopt a statement - directing that a certain action be carried out, or expressing a certain view or aspiration?"  (Emphasis in the original.)  That these words are later carried out doesn't change what the deliberative assembly actually does.  What of a committee?  It adopts words hoping that they'll then be adopted by another assembly.  Its members, though, are just as concerned as to its product as are members of the assembly, most of the time.  

You suggest that they lose nothing if they are denied participation in the activities of the committee.  Well, Congressional committees cannot enact legislation, only pass it on the the parent assembly, yet having influence on Congressional committees is vital; a Congressman who found that his committee was proceeding, in his absence, without a quorum, would certainly have lost a great deal of influence if the situation is allowed to continue.  A committee member who objects to a recommendation can, if also a member of the assembly to which the committee reports, vote against it there - where his vote will, likely, mean much less, and where, owing to the larger size, he will have less influence on debate.  

I have no idea how recommendations on setting the size of the quorum suggest that quorum requirements do not protect absentees.  

Yes, when using unanimous consent, failure to object to the claim of unanimity indicates consent.  Not so when a member chooses to abstain, however - the motion can still pass unanimously, but that individual has not, in any real sense, agreed to it.  For instance, sometimes people abstain because they haven't read the proposed contract.  If the goal of the parent assembly was to require that 7 minds be involved, then its goal has not been achieved and, I maintain, cannot be achieved in this manner.  

I ask again - for what purpose are you citing what appears to be a California corporate code, as interpreted by a law firm?  For what it's worth, no, I don't think the law firm's interpretation is clear.  In addition, as noted, the law cited applies only when the bylaws do not say otherwise.  One way for the bylaws to say otherwise would be to adopt a parliamentary authority.  In any case, a bylaws committee of an unincorporated entity in Maryland is not subject to a law in California regarding corporate boards.

Regarding committees - no, committees may not adopt their own rules of order unless the parent assembly explicitly grants them such power.  At least, that is the situation in RONR.  I believe, but am less certain, that it is also the situation in the common parliamentary law.  

As regards Distinguished Designated Survivor, I haven't looked into the claims in any depth, nor have I looked into the rules of order of the House and Senate in enough depth to comment, but I do believe it would not be first time that a tv show took liberties on such matters.

Edited by Godelfan
Corrected name of television show

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Alternatively, maybe this will be discovered, producing a season-ending cliffhanger where, at the end of the season finale, the surviving parliamentarians are discussing just this issue.  (Do House and Senate parliamentarians attend the State of the Union?  Is there a designated surviving parliamentarian?)

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There's nothing in the least ambiguous about RONR's definition of member.  Members are persons, but not seats; officers, but not offices.

There may be a great deal of ambiguity in your bylaws, which you would be well advised to remedy.  Interpretation of ambiguity is up to neither this esteemed forum nor random blogs to accomplilsh.  It is up to your membership to interpret any ambiguity and, preferably, amend the bylaws to say what they mean.  

For questions about what effect statutes, codes, and case law may have on your organization, you are well advised to contact an attorney.  Any corporate code that applies to organizations such as yours supersedes the rules in RONR, so asking what RONR says in that event is of academic interest only.  Any code that does not apply to your organization is not persuasive in interpreting the language in either your bylaws or in RONR

I would add only that blogs are not authoritative citations on what RONR says.  Only the pages of RONR (perhaps with some help from the pages of PL, and the official interpretations found here) will be of much use in determining the meaning of the rules contained within The Work.

If you are more interested in learning the facts than in arguing over them, please call again.

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2 hours ago, Godelfan said:

As regards D[esignat]ed Survivor, I haven't looked into the claims in any depth, nor have I looked into the rules of order of the House and Senate in enough depth to comment, but I do believe it would not be first time that a tv show took liberties on such matters.

I've been watching the show, but not an episode goes by that i don't holler some abusive epithet at the screen over the blatant disregard of one Constitutional provision or another.

The quality of writing on the show isn't too bad, but the level of research is so low that it interferes with enjoyment of the plot.

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Hmm, well, I'm not sure that blatant disregard of the Constitution is limited to television shows.  It isn't hard to imagine that the Constitution might get short shrift in a disaster scenario such as the one depicted.

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1 hour ago, Guest GuestXIV said:

... Godelfan:  ...  I disagree with you that only one person has decided to enter into a contact when 6 of 7 members abstain; the abstainers had an effortless opportunity to vote No, and if they thought the contract was poor they would have (or should have) voted No.  In an important sense, abstainers participate in a collective decision. ...

2. I agree with you, Mr or Ms XIV (pronounced the Roumanian way, I suspect from your writing style, I bet; and you're between 18 and 26 years old, do I have it?  Not that it matters, but it'd be nice to know how close I am to knowing what I'm talking about, since all authorities agree it should happen with increasing frequency, until it approaches an) on this. But it's a fine point; and it's beside the point.

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Guest GuestXIV

Gary c T: I don't agree that jstackpo's comment is comprehensive.  Which majority would get to interpret what our committee's quorum is?  A majority of the Board?  A majority of the Council of Owners?  A majority of the "7" committee members?  A majority of the 5 "living, breathing" committee members?  A majority of the disputed quorum, if only 3 of the 5 "living, breathing" members show up?  Also, wouldn't that be interpreting RONR rather than interpreting the committee's charter, since the charter doesn't mention quorum and the committee voted to use Robert's Rules?

Godelfan: I don't agree the citation from page 130 proves your point. You focused on the emphasized phrase.  Consider the rest of the sentence, about directing that a certain action be taken or expressing a view.  There's an important distinction between words that direct actions and words that express views.

I don't agree that Congressional committees are simply advisory.  If memory serves, the House and Senate have rules that make committees powerful.  For example, there's a high barrier against consideration of legislation that wasn't referred from a committee. (Funny how it looks like Congress adopted rules that maximize the number of chokepoints for legislation, to maximize legislators' opportunities to extort money from special interests.)

I don't agree that only one mind is involved when 6 of 7 members abstain.  If the 6 aren't familiar with the details, they can vote instead to postpone to a later meeting.  Sure, the abstainers aren't agreeing.  But they're also making the choice not to oppose, which is very different from the situation where they're absent.

Again, the reason I cited the state code that appears (to me and to Davis-Stirling) to set the Board quorum to a majority of the authorized members (a.k.a. fixed membership; not the living, breathing members) was to provide an additional counter-example to the opinions that it never makes sense to do that.  The state legislature must have believed it made sense.  I wasn't seeking to answer my specific question about our Bylaws Committee quorum in Maryland, other than to deal with the related question of whether the "majority of the fixed membership" quorum may make sense for some groups, so it's irrelevant whether the code is Maryland's or California's.

Where RONR says a committee can't adopt its own rules of order, I believe there's an unstated assumption that the parent organization or the committee charter has rules of order.  In the case of our committee, that assumption does not hold.  Our condo bylaws and the committee charter don't specify a parliamentary authority, and neither the Board nor the Council of Owners have ever voted to adopt a parliamentary authority. (On rare occasions at our Board meetings or at the Annual Meeting of the Council of Owners, Robert's Rules is cited and no one objects.  Often Robert's isn't followed and either no one is aware or no one bothers to object.  If Robert's is our de facto authority, then our committee vote to adopt it was technically superfluous, but useful nonetheless for the sake of clarity to all concerned.)  If you think voting to adopt Robert's Rules was wrong, what's your reaction to the fact that our committee also wrote and adopted its own charter?  :lol:  I guess it's not wrong while no one objects.

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