Quorum

[Guest eddie]

I am the President of a small sport association where we have had several members recently resign. It is a board of 12 including myself, the only thing referring to quorum is that we must have 5 members present to conduct business. However we are only left with 4. 

This is a quote from our bylaws for filling vacancies, my question is , how can we appoint new members if we do not have quorum?

 

 

" 1.1    In the event an executive membership is terminated or they cease to be a member of the association, the vacancy thereby created may be filled for the un-expired portion of the term by the Executive from among the Regular members of the association. "

[Edgar Guest]

 . . . my question is , how can we appoint new members if we do not have quorum?

 

You can't.

 

But are you certain that your quorum requirement is a fixed number (i.e. five) and not a percentage of the membership of the board?

[jstackpo]

Good question.

 

Can you turn to the general membership, in a regular (or special if allowed) meeting and have them elect replacements as they elected board members in the first place - or at least enough so you can put together a Board quorum.

 

Be sure to tell the membership, in the call to the meeting, what you are up to.

[Guest eddie]

Here is the only reference to quorum, although the constitution does say that executive meetings shall be conducted according to roberts rules

 

"1.1    No business shall be transacted at any meeting of the executive unless at least 5 in number are present at the commencement of such business; "

 

And here is the only reference to special meetings

 

" 1.1    An extraordinary meeting of the association may be called by the Chairperson or by the executive members at any time. This request must be in writing by at least twenty-five per cent (25%) of the regular members of the association."

 

 

[Edgar Guest]

"1.1    No business shall be transacted at any meeting of the executive unless at least 5 in number are present at the commencement of such business; "

 

Convince some of the members who have resigned (but whose resignations have not, presumably, been formally accepted) to show up at the next meeting. That might give you a quorum. Then accept their resignations one by one so you maintain a quorum while you're filling the vacancies.

 

And change your bylaws so you stop using an adjective ("executive") as a noun. Call it an Executive Board or an Executive Committee or an Executive Anything. Just not an Executive.

[Guest eddie]

Yeah, they left on not so good terms so I highly doubt they will come to a meeting.... as for the constitution and by laws, I don't know who put it together but it is very ambiguous and lacking 

[jstackpo]

 as for the constitution and by laws, I don't know who put it together but it is very ambiguous and lacking 

 

Welcome to the club!  (Sadly, a well populated one.)

[Sean Hunt]

Welcome to the club!  (Sadly, a well populated one.)

At least, we think it is. Nobody knows who the membership is exactly.

[Guest eddie]

So, any suggestions? 

[jstackpo]

Suggestions for what (other than those above)?

 

Establish a committee of interested people to rewrite your bylaws.  Follow the sample in RONR to be sure you include most essentials. and, perhaps,

 

Anticipate your
Continuing  big troubles
Are procedural?

Should get in touch with
Real parliamentarian
In your area

As soon as you can
(Not virtual ones like us)
For consultations.

(Can you do Haiku better, please?)

Contact either (or both) the ...

National Association of Parliamentarians
213 South Main St.
Independence, MO  64050-3850

Phone: 888-627-2929
Fax: 816-833-3893;  
e-mail: hq@NAP2.org  
<<www.parliamentarians.org>>

or

American Institute of Parliamentarians
550M Ritchie Highway #271
Severna Park, MD  21146

Phone: 888-664-0428
Fax: 410-544-4640
e-mail: aip@aipparl.org
<<www.aipparl.org>>

for a reference or information.

[Guest Saint Cad]

I remember a similar question from before and I don't have my copy of RONR handy so anybody correct me if I'm wrong.

I believe there is a tacit assumption that the quorum requirement is put in place to prevent action from being taken during a temporary shortage of members.  Suppose there is a permanent shortage such as you describe.  IIRC, RONR allows the body to take steps to get a quorum outside of a Call of the House or any other method that requires attendance or suffer a penalty.  So I don't think it's unreasonable to interpret RONR that if a lack of sufficient members is causing the lack of a quorum - especially given that most people that say "I resign!" do not realize that they are not members.  In your specific case even if "I resign!" immediately makes them a non-member (maybe your bylaws 1.1 is interpreted that way), by having a set number as you have you are still screwed.

 

So what do you do?  The primary action would be to assemble the four members and have one make a motion to accept the resignations and immediately fill the positions.

How do you do this?  Notify all twelve members of the board to attend this meeting.  Inform them in writing that they are still members until their resignation is accepted by the Board and quote RONR.  If even ONE resignee shows up you're set but let's assume none of them do. I would accept the resignations and appoint new people and study what to do if (or when) a resignee has a change of heart or someone else says "You can't do that.  You didn't have a quorum."

 

Now I am nowhere near the level of knowing/interpreting RONR as most (all?) of the regulars on this Board but I think the distinction between a temporary vs. permanent lack of a quorum has to be made.  Let's say the 8 members died in a plane crash (not to be gruesome but to make the scenario more obviously permanent); do we really expect RONR to direct us that no action can EVER be taken by the Board because of the lack of a quorum?

[Gary Novosielski]

No, there is no such distinction as you suggest.  You can't accept resignations or fill vacancies without a quorum.

 

But it might be possible to do so at a general membership meeting, if properly called and a quorum is present.

[Dan Honemann]

In this particular instance, it appears that the membership may be able to fill vacancies on the board.

[SaintCad]

So under the scenario I presented (8 members die or other circumstances where there will never be a quorum), what is an organization to do besides nothing?

Second, considering this isn't the first time a similar question has been asked, does anyone think that maybe the distinction between an temporary and permanent lack of a quorum should be addressed by RONR.  Otherwise do we just say organizations will be in perpetual limbo unable to function?

[SaintCad]

In this particular instance, it appears that the membership may be able to fill vacancies on the board.

But those vacancies may not exist because the Board cannot accept the resignations thus creating the vacancies.  This may be a case where the Board cannot do anything until the next membership meeting and the Board members are replaced in the annual election or whatever they do to elect Board members.

[Dan Honemann]

But those vacancies may not exist because the Board cannot accept the resignations thus creating the vacancies.  This may be a case where the Board cannot do anything until the next membership meeting and the Board members are replaced in the annual election or whatever they do to elect Board members.

 

The membership may be able to accept the resignations

[SaintCad]

But we don't know.  Can we get more info from the OP of what can be done at the extraordinary meeting?

[Gary Novosielski]

But those vacancies may not exist because the Board cannot accept the resignations thus creating the vacancies.  This may be a case where the Board cannot do anything until the next membership meeting and the Board members are replaced in the annual election or whatever they do to elect Board members.

The powers of the board, which are enumerated in the bylaws, are those delegated to it by the membership. 

 

But in delegating, unless the bylaws grant those powers exclusively to the board,  the membership does not relinquish them.  So if the board can do something, the membership presumably can do it as well.