Count of members for a quorum

[Guest Sonya]

Our organization has some international members.  The Bylaws state that these members "cannot be counted in determining a quorum, cannot hold office, and cannot vote on (a specified matter)".  The Bylaws also state that the quorum "10% of the members in good standing".

 

If we have 200 members, 10 of whom are international members, is the quorum 20 (10% of 200 members) or 19 (10% of 200 members -10 international)?

 

Thanks!

 

 

[Josh Martin]

Our organization has some international members.  The Bylaws state that these members "cannot be counted in determining a quorum, cannot hold office, and cannot vote on (a specified matter)".  The Bylaws also state that the quorum "10% of the members in good standing".

 

If we have 200 members, 10 of whom are international members, is the quorum 20 (10% of 200 members) or 19 (10% of 200 members -10 international)?

 

It is ultimately up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

 

For a comparable situation in RONR, see FAQ #2. Certain ex-officio members are "not counted in determining the number required for a quorum or in determining whether or not a quorum is present." If this is what the drafters of the bylaws meant to say when they wrote "cannot be counted in determining a quorum," then the quorum would be 19 in the circumstances you've described.

[Gary Novosielski]

Your quorum requirements are determined by your bylaws. You'll have to interpret what they mean for yourselves.

However, I would say that in general, persons who cannot be counted in establishing the presence of a quorum are not counted in determining the size of the quorum either.
__________

Darn that Josh; I gotta type faster.