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paulmcclintock

Can an inquorate meeting with no absentees suspend the rules for quorum?

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Suppose a society adopts RONR as its PA in its bylaws, and has a quorum of 5.  Over time the membership drops to 4 with no change to the quorum requirement.

 

At a meeting with all 4 members attending, can they suspend the rules for quorum and transact business?

 

It appears to me that the new language in RONR 11th edition, p. 263, l. 20 through p. 264, l. 5 along with its footnote would allow this, so long as the body meeting has authority to amend its quorum requirement when it has a quorum (and meets whatever other procedural rules are prescribed for amending the quorum).

 

Also, is this a change in rule from the 10th edition, or was it arguably allowed under the 10th edition but simply not stated?

 

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I think you mean li, 29, not 20. In any event, it certainly looks that way to me. I won't venture an opinion on whether this is a substantive change from the 10th edition.

 

(Coincidentally, I had my book already opened to p. 263 working on an educational presentation for an AIP Chapter meeting tonight.)

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Suppose a society adopts RONR as its PA in its bylaws, and has a quorum of 5.  Over time the membership drops to 4 with no change to the quorum requirement.

 

At a meeting with all 4 members attending, can they suspend the rules for quorum and transact business?

 

It appears to me that the new language in RONR 11th edition, p. 263, l. 20 through p. 264, l. 5 along with its footnote would allow this, so long as the body meeting has authority to amend its quorum requirement when it has a quorum (and meets whatever other procedural rules are prescribed for amending the quorum).

 

I agree. Based on the new language, it seems clear that an assembly may suspend the rule requiring a quorum to transact business if all members of the assembly are present, except as provided in the footnote on pg. 264.

 

Also, is this a change in rule from the 10th edition, or was it arguably allowed under the 10th edition but simply not stated?

 

I think it could be (and often was) argued that it was permitted to suspend rules intended to protect absentees when there were no absentees to protect, since in such a case the rule was not really "a rule protecting absentees," although I don't recall this specific issue coming up in those arguments (it was usually about special meetings or previous notice).

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Suppose a society adopts RONR as its PA in its bylaws, and has a quorum of 5.  Over time the membership drops to 4 with no change to the quorum requirement.

 

At a meeting with all 4 members attending, can they suspend the rules for quorum and transact business?

 

It appears to me that the new language in RONR 11th edition, p. 263, l. 20 through p. 264, l. 5 along with its footnote would allow this, so long as the body meeting has authority to amend its quorum requirement when it has a quorum (and meets whatever other procedural rules are prescribed for amending the quorum).

 

Also, is this a change in rule from the 10th edition, or was it arguably allowed under the 10th edition but simply not stated?

 

I agree with Weldon, yes. It was never stated in the 10th Edition but I think it was still true.  The footnote in the 11th edition makes complete sense and as noted quorum issues weren't discussed alll that much here. In other words, I don't think the authors changed anything, only clarified what is true.

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Guest ptc122

is the reason for quorum only to protect absentees? This is a unique situation in that there are only four members. What else could they do if the rule for quorum could not be changed? ptc

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is the reason for quorum only to protect absentees? This is a unique situation in that there are only four members. What else could they do if the rule for quorum could not be changed? ptc

 

"The requirement of a quorum is a protection against totally unrepresentative action in the name of the body by an unduly small number of persons." (RONR, 11th ed., p. 21.)

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this is confusing. I see nothing in the wording referred to that would allow business such as suspending to be done without quorum. It seems what can be done without q. is very limited. also the footnotes on 263 64 do not allow suspension because there are no real absentees. ptc........... is this a trick thread?

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this is confusing. I see nothing in the wording referred to that would allow business such as suspending to be done without quorum. It seems what can be done without q. is very limited. also the footnotes on 263 64 do not allow suspension because there are no real absentees. ptc........... is this a trick thread?

 

The text notes, "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." (RONR, 11th ed., pg. 263, line 29 - pg. 264, line 5)

 

So if there are any absentees, the rule which requires the presence of a quorum to transact business may not be suspended. If all members of the assembly are present, however, then there are no absentees to protect, so the rule does not protect absentees. In such a case, the rule may be suspended by a 2/3 vote.

 

There is a slight caveat to this, however, as the footnote on pg. 264 provides that "An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present." So the general membership of a society may suspend the quorum requirement if all members are present, but the society's subordinate board may not - even if all members are present (unless the board is authorized to determine its own quorum).

 

As noted, the purpose of a quorum requirement is to protect the society from action by a small group of persons who are not truly representative of the society. It obviously cannot be correct that the entire membership of the society is not representative of the society - but that may be the case for a board. An organization might include a quorum requirement for its board of a set number of members, so that the board cannot take action if there are only a handful of members after a number of resignations. In such a case, it would not be appropriate for the board to suspend the quorum requirement. 

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