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Proxy votes Count towards Quorum


tooearly

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If bylaws are written to allow proxy votes , but say that "A quorum for any meeting of the members shall consist of at least a majority of the voting members of the 

corporation:, do proxy votes count to that majority?
 
Roberts rules here seems to say yes to this:

http://westsidetoastmasters.com/resources/roberts_rules/chap18.html

 

"...quorum should be based on attendance by meeting or by proxy"

 

Many here say no to this. Who is right???

 

 

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Take a look at FAQ #10, "Should proxy votes be counted?" at http://www.robertsrules.com/faq.html#10 .  Actually your answer should be in the third of the three sentences there, although, since it says, "the answers ... must be found in ... the law or bylaws" (italics mine), and since the answers aren't there, you are somewhat stuck up a creek without much of a paddle.  I put it that way because maybe you just have to see this as a matter of interpreting your bylaws, in which case, you have something of a paddle in RONR's handy principles of interpretation of bylaws and other self-styled incomprehensible documents, occupying about three pages beginning on p. 588.

 

I don't know about your West Side people who wrote the linked document, but here on the East Side (or Left Coast, as some frivolous wags would have it), our copies of RONR do not agree with what the document says (in the second question; you maybe should suggest the West Coast toastmasters number the questions in the next printing of it).  Some other things too:  for example, RONR nowhere says or suggests that if a meeting is adjourned to the next day, someone who signed a sign-in sheet on the first day is counted as present on the second day, nor does RONR say that the second meeting "is not a second meeting." (This is the 37th question, if I count right, and no, I'm not going to re-count, I don't care if the assembly orders me to.  Not on no $4.50 an hour, I'm not.)

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If bylaws are written to allow proxy votes , but say that "A quorum for any meeting of the members shall consist of at least a majority of the voting members of the 

corporation:, do proxy votes count to that majority?
 
Roberts rules here seems to say yes to this:

http://westsidetoastmasters.com/resources/roberts_rules/chap18.html

 

"...quorum should be based on attendance by meeting or by proxy"

 

Many here say no to this. Who is right???

 

The statement that "If an association's bylaws authorize voting by proxy, the quorum should be based on attendance at meetings in person or by proxy" is (apparently) the opinion of the person who wrote the site you are looking at. RONR does not contain such a statement.

 

RONR states that proxy votes are not valid unless authorized by the bylaws and that they should not be authorized in most organizations. It has no rules for how proxy votes work in an organization which chooses to authorize them.

 

In any event, the author is saying that quorum should be based on attendance by meeting or by proxy, which seems more like advice about how you should write the quorum requirement in your bylaws, not an interpretation of what your bylaws mean. If you look at the previous question, you'll see that the author notes that this is one of the questions you should consider when writing the rules for proxies in your bylaws - "Are proxies counted in the quorum and how?"

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I would agree with those folks that "the quorum should be based on attendance at meetings in person or by proxy" because that makes perfect sense.  And many oganizations that use proxies do have such a provision in their bylaws.

 

But if the bylaws do not say so, then what should be is not the same as what is.

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