quorum issues

[Tina Marie]

I am a member of a committee though the county 4H office and need clarification. Our group has had a membership of 15+ and it was appropriated to have in the by-laws the need for 5 members for quorum. Well for the last four months we have struggled with quorum. We have now been advised that we have a couple options and this is where I need clarification. Here is an excerpt from the e-mail I received:

 

"At this point some tough decisions are going to need to be made about the future of this committee as the current pattern leaves us unproductive and unsustainable. I have been looking at your bylaws and combing through Roberts’ Rules to try and come up with some solutions and it looks like there are three possible options:

1)      Status quo – you could attempt to ride this out. Based on feedback that I have received attendance will still be an issue for a while. You have lost one more voting member and your next closest eligible member to vote is still 3 meetings out.  You will also need 2 meetings with quorum and enough voting members before you can amend your bylaws.

2)      Dissolve the committee – following Article X of your bylaws and with the majority vote you could choose to dissolve and terminate the committee and liquidate the assets as described in your bylaws.

3)      Revise your bylaws – This would be the full replacement of your current bylaws with a new set almost as if you were a newly formed committee. This is a more unusual step, but under your current bylaws there are no pre-requisites that need to be met in order to do this (unlike Amendments as mentioned in Article IX).  This is the only real “loophole” I have found that could get this Committee back to something functional. 

In a nutshell those are the choices that I see available to you at this time. I honestly do not think additional time is going to solve this problem for us so I would take a hard look at moving to option # 3. Keep in mind that if we do go into a revision it needs to be something that will help the committee grow and become strong again. It will need to look a very different than what you have today.  I will be happy to assist the committee and put together a task force to come up with a revised set of bylaws if that is what the majority of the voting membership would like to do.  Let me know your thoughts. " 

 

Please clarify for me. Of the responses I have seen (2) I don't think they understand that amending the bylaws as we are, can not happen. I am in favor of #3 if that is an option and when my question for all of you lies. Can we do #3 and rebuild?

Also since we were not able to hold an election, do we still have officers or are we without. No, there is nothing in our by-laws.

We do a lot of great work for the kids in the community and would break my heart to dissolve.

Thanks everyone!!

[Dan Honemann]

I am a member of a committee though the county 4H office and need clarification. Our group has had a membership of 15+ and it was appropriated to have in the by-laws the need for 5 members for quorum. Well for the last four months we have struggled with quorum. We have now been advised that we have a couple options and this is where I need clarification. Here is an excerpt from the e-mail I received:

 

"At this point some tough decisions are going to need to be made about the future of this committee as the current pattern leaves us unproductive and unsustainable. I have been looking at your bylaws and combing through Roberts’ Rules to try and come up with some solutions and it looks like there are three possible options:

1)      Status quo – you could attempt to ride this out. Based on feedback that I have received attendance will still be an issue for a while. You have lost one more voting member and your next closest eligible member to vote is still 3 meetings out.  You will also need 2 meetings with quorum and enough voting members before you can amend your bylaws.

2)      Dissolve the committee – following Article X of your bylaws and with the majority vote you could choose to dissolve and terminate the committee and liquidate the assets as described in your bylaws.

3)      Revise your bylaws – This would be the full replacement of your current bylaws with a new set almost as if you were a newly formed committee. This is a more unusual step, but under your current bylaws there are no pre-requisites that need to be met in order to do this (unlike Amendments as mentioned in Article IX).  This is the only real “loophole” I have found that could get this Committee back to something functional. 

In a nutshell those are the choices that I see available to you at this time. I honestly do not think additional time is going to solve this problem for us so I would take a hard look at moving to option # 3. Keep in mind that if we do go into a revision it needs to be something that will help the committee grow and become strong again. It will need to look a very different than what you have today.  I will be happy to assist the committee and put together a task force to come up with a revised set of bylaws if that is what the majority of the voting membership would like to do.  Let me know your thoughts. " 

 

Please clarify for me. Of the responses I have seen (2) I don't think they understand that amending the bylaws as we are, can not happen. I am in favor of #3 if that is an option and when my question for all of you lies. Can we do #3 and rebuild?

Also since we were not able to hold an election, do we still have officers or are we without. No, there is nothing in our by-laws.

We do a lot of great work for the kids in the community and would break my heart to dissolve.

Thanks everyone!!

The answer to your question as to whether or not #3 is a viable option depends entirely upon the correctness of the statement that, under your current bylaws, there are no prerequisites that need to be met in order to revise them. We have no way of knowing if this is or is not correct. It is not based upon anything in Robert's Rules.

[Chris Harrison]

I don't think they understand that amending the bylaws as we are, can not happen. I am in favor of #3 if that is an option and when my question for all of you lies. Can we do #3 and rebuild?

It takes a quorum to amend the bylaws,.  So if the meeting doesn't have a quorum they wouldn't be able to amend the bylaws

 

 

Also since we were not able to hold an election, do we still have officers or are we without.

That depends on how the bylaws defines the term of office for the officers.  If it is defined as X amount of time and (or or) their successor is elected (or similar language) the officer would stay in office until someone has been elected to replace them.  However, if the term is X amount of time without any other qualifying language then the office would fall vacant after the term had expired.  See RONR pp. 573-574.

[Josh Martin]

Please clarify for me. Of the responses I have seen (2) I don't think they understand that amending the bylaws as we are, can not happen. I am in favor of #3 if that is an option and when my question for all of you lies. Can we do #3 and rebuild?

 

Unless your bylaws provide otherwise, a revision is a type of amendment and has all the same requirements. So I would say no, unless your bylaws provide otherwise.

[Tina Marie]

In our by-laws if we dissolve, we would be able to come back as a new organization. We are also at the mercy (if you will) of the organization we are volunteering for. They are the ones suggesting we disband and rebuild. My main concern is their interpretation of our by-laws- which you all have shown me is not exactly correct. As long as we have four outta five members attend, we will not have quorum (the main issue right now).

Regarding the officers' terms, you have me thinking and I need to take a look at that section. I have a feeling they say nothing as they are very vague at best. Very annoying at a time like this. If there is no standing rule within our by-laws regarding the exiting officers, what does RRO advise?

Thanks

[Chris Harrison]

If there is no standing rule within our by-laws regarding the exiting officers, what does RRO advise?

 

I am not quite sure I understand your question.  Can you please clarify?  Are you asking what would happen if the bylaws don't provide for the officers in the first place?  Or what happens if the bylaws don't even specify how long the officers' term of office is?

[g40]

It has been a long time since I left the farm, but I was once a 4-H Club member. I, vaguely, seem to recall that 4-H clubs have some relationship with some government entity (Cooperative Extension?), so perhaps this committee may not have the independence to completely set its rules, bylaws, etc. I also believe the US Department of Agriculture has oversight of 4-H as well. If government rules, law, etc. conflict with RONR, those laws, rules override anything in RONR.

[Gary Novosielski]

Well, just to be picky, procedural rules in statute supersede the rules of order in RONR, but other rules don't, necessarily. 

 

An organization may duly move, second, debate, and adopt a motion to perform an illegal act.  If they don't violate any procedural rules, they won't run afoul of the rules in RONR, or even the wrath of Dan.

 

They may, of course, run afoul of the Gendarmerie , but that is beyond the scope of RONR, and this forum.

[Josh Martin]

My main concern is their interpretation of our by-laws- which you all have shown me is not exactly correct.

 

Well, let's slow down. We're not saying anything about the proper interpretation of your bylaws. It would be highly ill-advised for us to take a stab at that based only on a short paraphrase. I do think, however, that their interpretation of RONR is incorrect. So far as RONR is concerned, a revision is a type of amendment. Your bylaws may provide otherwise, but that's beyond the scope of this forum.

 

As long as we have four outta five members attend, we will not have quorum (the main issue right now).

 

You're only one member short? Are you sure you can't just offer to buy a member dinner or something in exchange for showing up for a couple of meetings? He doesn't even have to pay attention.

 

Regarding the officers' terms, you have me thinking and I need to take a look at that section. I have a feeling they say nothing as they are very vague at best. Very annoying at a time like this. If there is no standing rule within our by-laws regarding the exiting officers, what does RRO advise?

 

RONR advises that the term of office in your bylaws include the language "until their successors are elected." If you haven't included that language, then if the officers' terms end and elections have not been completed, you have no officers.

 

Until you can complete elections for permanent officers, you can elect a Chairman Pro Tempore and Secretary Pro Tempore to serve at each meeting (or for a longer period if you provide previous notice).

[Tina Marie]

It has been a long time since I left the farm, but I was once a 4-H Club member. I, vaguely, seem to recall that 4-H clubs have some relationship with some government entity (Cooperative Extension?), so perhaps this committee may not have the independence to completely set its rules, bylaws, etc. I also believe the US Department of Agriculture has oversight of 4-H as well. If government rules, law, etc. conflict with RONR, those laws, rules override anything in RONR.

This is NOT a 4H club, this is a direct committee of the county working with the Extension Office. We are a fundraising based committee that supports the kids in the program to attend the Washington DC Focus Trip; County/State/National competitions; and other activities. We do have the right to have such by-laws as well as a raffle license (we no longer have a license). We also work within the umbrella of 501C3 of the State 4H.

[Tina Marie]

Well, let's slow down. We're not saying anything about the proper interpretation of your bylaws. It would be highly ill-advised for us to take a stab at that based only on a short paraphrase. I do think, however, that their interpretation of RONR is incorrect. So far as RONR is concerned, a revision is a type of amendment. Your bylaws may provide otherwise, but that's beyond the scope of this forum.

 

 

You're only one member short? Are you sure you can't just offer to buy a member dinner or something in exchange for showing up for a couple of meetings? He doesn't even have to pay attention.

 

 

RONR advises that the term of office in your bylaws include the language "until their successors are elected." If you haven't included that language, then if the officers' terms end and elections have not been completed, you have no officers.

 

Until you can complete elections for permanent officers, you can elect a Chairman Pro Tempore and Secretary Pro Tempore to serve at each meeting (or for a longer period if you provide previous notice).

Sorry- I really shouldn't answer or think about this so late at night! LOL

Our by-laws are very basic and vague. I will share the information you shared regarding the Chairman and Secretary Pro Tempore. I am (ok...was) the elected President and find it hard to believe this is all happening for very petty reasons.

The people our committee works with on the County level, don't want to see us dissolve but I had a hard time trusting the answers of someone that is an IT employee. Not that I am the expert (that's why I'm a member here!) but I do know our by-laws are vague and want to make sure I understand what is in store.

 

So (correct me if I get this wrong)- as I understand, right now even with out quorum, we can appoint Chairman and Secretary Pro Tempore. From there we need to decide where we can take our committee. Now, can by-law changes be made during this time OR can the Extension Office that was work with change the by-laws with our approval? I've seen this happen with a school boards' by-laws that were changed by the school's lawyer and then approved by the school board.....does that make sense?  Who can ultimately change the by-laws?

 

I really do thank everyone!

[Chris Harrison]

Unless your bylaws say otherwise you can't amend the bylaws without a quorum.  In fact, without a quorum there is very little you can do.  Basically, you can take a recess, take measures to obtain a quorum (such as calling the absent members to urge them to get to the meeting), set up an Adjourned Meeting, and to Adjourn (RONR pp. 347-348).

[Josh Martin]

So (correct me if I get this wrong)- as I understand, right now even with out quorum, we can appoint Chairman and Secretary Pro Tempore.

 

Correct. After all, someone needs to preside and take minutes even at an inquorate meeting.

 

I suppose it's probably not in order to elect a Chairman Pro Tempore or Secretary Pro Tempore for longer than the current meeting without a quorum, however, even with notice.

 

Now, can by-law changes be made during this time OR can the Extension Office that was work with change the by-laws with our approval?

 

The assembly cannot amend the bylaws without a quorum unless the bylaws provide otherwise. I have no idea what the "Extension Office" can do. You'll need to look at your bylaws (and possibly the rules and laws of the county) to figure that out. (Although the Extension Office can certainly make a recommendation.) You can't approve the changes without a quorum either, unless your bylaws provide otherwise.

 

I've seen this happen with a school boards' by-laws that were changed by the school's lawyer and then approved by the school board.....does that make sense? 

 

Well, I'm guessing that what actually happened is that the lawyer recommended amendments to the bylaws, but it was the school board that actually amended them - which is perfectly fine.

 

Who can ultimately change the by-laws?

 

The bylaws will say who can change the bylaws. Usually, it's the organization itself.

[Tina Marie]

I am not quite sure I understand your question.  Can you please clarify?  Are you asking what would happen if the bylaws don't provide for the officers in the first place?  Or what happens if the bylaws don't even specify how long the officers' term of office is?

My question was regarding the fact that our by-laws state there will be a President; Vice President; Secretary; and Treasure.......no duties. Also we are to hold elections during the Annual meeting.

My question was regarding the fact that we just tried to hold our Annual Meeting and had 4 voting members outta the five that we need (which IS in the by-laws) so do we still have seating officers or not. I did see the reply I was looking for from Josh Martin that told me no (in a sense) but we have the option of naming President and Secretary ProTempore.  

[Tina Marie]

Correct. After all, someone needs to preside and take minutes even at an inquorate meeting.

 

I suppose it's probably not in order to elect a Chairman Pro Tempore or Secretary Pro Tempore for longer than the current meeting without a quorum, however, even with notice.

 

 

The assembly cannot amend the bylaws without a quorum unless the bylaws provide otherwise. I have no idea what the "Extension Office" can do. You'll need to look at your bylaws (and possibly the rules and laws of the county) to figure that out. (Although the Extension Office can certainly make a recommendation.) You can't approve the changes without a quorum either, unless your bylaws provide otherwise.

 

 

Well, I'm guessing that what actually happened is that the lawyer recommended amendments to the bylaws, but it was the school board that actually amended them - which is perfectly fine.

 

 

The bylaws will say who can change the bylaws. Usually, it's the organization itself.

Thanks, Josh! I did find out today that we are not governed by the office and they are more than happy to guide us through this. Again, our by-laws are so vague and basic that it's irritating. BUT it's something we can change.  I am meeting with the office staff that support our committee and hope to have a great "plan of attack" to bring back or restart this committee that does SO much!

 

****Our last meeting we approved to send six kids to a National competition ($2400), a young lady to 4H Congress ($750) and getting ready to send 12......12! Kids to a national competition in January. Lots to do.....all I need are 5 people!

 

Thanks again guys!!!