cgh6366 Posted June 20, 2014 at 10:31 PM Report Share Posted June 20, 2014 at 10:31 PM To me this is comon sense, but I'm going to need someone else to verify or refute my thoughts. A sports board has in it's by-laws, "No business may take place unless a quorum of two-thirds of the Board Members is present." The board consists of a President, Vice President, Secretary, Treasurer, Director of Player Development, Director of Operations and Director of Coaching. Under the by-laws, the secretary and treasurer are non-voting positions So three questions:Is the quorum 2/3 of 5 (voting board members) or 7 (total board members)? When there is a fraction on a person, does one "round up" - i.e. There are 5 board members, a quorum calls for 2/3, which would be 3.3 people, so 4 are required for a quorum. Is it typical for the secretary and treasurer to be non-voting positionsThank you. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 20, 2014 at 10:37 PM Report Share Posted June 20, 2014 at 10:37 PM 1. Voting members (the only kind of members there are in RONR-Land). But stay tuned for possible gray areas.2. You round up (not really but the effect is the same).3. In RONR-Land, all members (of the body that is meeting) have the right to vote. The secretary and treasurer needn't be members of the board but if they are then they'd have the right to vote. Your rules apparently vary. Link to comment Share on other sites More sharing options...
cgh6366 Posted June 20, 2014 at 11:04 PM Author Report Share Posted June 20, 2014 at 11:04 PM I agree - our by-laws have lots of problems, which is why I'm trying to clarify them: The by-laws say: The Board shall consist of the following: A. President B. Vice President C. Secretary (nonvoting member) D. Treasurer (nonvoting member) E. Director of Operations F. Director of Player Development G. Director of Coaching All of these people fit the by-law's definition of member: "Membership will be open to anyone who participates in the affairs of the Club and who agrees to be bound by the Articles of Incorporation and Bylaws of the Club. Participation is described as serving on the Board of Directors, coaching, managing, or otherwise participating in any sponsored activity or having a child who is a member of a team governed by the Club." For as long as I can remember, at monthly Board meetings, the secretary and treasurer have not been given a vote on matters before the board and have been excluded from executive sessions. To clarify the quorum question – if you have 5 members and require 2/3 for a quorum, 3 would not be a quorum because it is less than 2/3 correct? Thanks for your response. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 20, 2014 at 11:12 PM Report Share Posted June 20, 2014 at 11:12 PM To clarify the quorum question – if you have 5 members and require 2/3 for a quorum, 3 would not be a quorum because it is less than 2/3 correct? Correct. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 20, 2014 at 11:17 PM Report Share Posted June 20, 2014 at 11:17 PM All of these people fit the by-law's definition of member They may fit the bylaw's definition of a member of the association but those same bylaws seem to clearly indicate that they are not voting members of the board. If you don't think that's a good idea, work to change the bylaws. Link to comment Share on other sites More sharing options...
cgh6366 Posted June 20, 2014 at 11:36 PM Author Report Share Posted June 20, 2014 at 11:36 PM One last question on changes to by-laws Our existing by-laws state that changes to the by-laws can only be made once a year at the AGM. I think this is very restrictive, and if a change is needed a month after the AGM, waiting 11 months makes no sense. It that a typical restriction, or would changing that to quarterly be more appropriate? There are already provisions for submitting the proposed change 30 days before the meeting and posting the changes 14 days before the meeting. Thanks again for your help. I’m thinking I need to find a local parliamentarian to go over the by-laws with us. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 20, 2014 at 11:42 PM Report Share Posted June 20, 2014 at 11:42 PM It that a typical restriction, or would changing that to quarterly be more appropriate? You might want to take a look at the sample bylaws in RONR. While changes to the bylaws should be infrequent, restricting those changes to only once a year, or even only once every three months, might be inconvenient. On the other hand, look at how hard the Founding Fathers made it to make changes to the U.S. Constitution. Link to comment Share on other sites More sharing options...
cgh6366 Posted June 20, 2014 at 11:45 PM Author Report Share Posted June 20, 2014 at 11:45 PM On the other hand, look at how hard the Founding Fathers made it to make changes to the U.S. Constitution. True, but those were bigger issues than a youth sports club. Thanks Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 20, 2014 at 11:48 PM Report Share Posted June 20, 2014 at 11:48 PM True, but those were bigger issues than a youth sports club. Tell that to the parents of the little darlings. Link to comment Share on other sites More sharing options...
Timothy Posted June 22, 2014 at 01:05 AM Report Share Posted June 22, 2014 at 01:05 AM One last question on changes to by-laws Our existing by-laws state that changes to the by-laws can only be made once a year at the AGM. I think this is very restrictive, and if a change is needed a month after the AGM, waiting 11 months makes no sense. It that a typical restriction, or would changing that to quarterly be more appropriate? There are already provisions for submitting the proposed change 30 days before the meeting and posting the changes 14 days before the meeting. Thanks again for your help. I’m thinking I need to find a local parliamentarian to go over the by-laws with us.It is a good idea to allow bylaw changes anytime the association meets. If it meets once a year, allowing changes mid-year would require additional meetings. Link to comment Share on other sites More sharing options...
cgh6366 Posted June 22, 2014 at 01:35 AM Author Report Share Posted June 22, 2014 at 01:35 AM They meet monthly Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 23, 2014 at 06:52 PM Report Share Posted June 23, 2014 at 06:52 PM They meet monthly By "they", do you mean the board, or the entire association (i.e. a general meeting). Link to comment Share on other sites More sharing options...
Guest Fae Giffen Posted June 27, 2014 at 09:15 PM Report Share Posted June 27, 2014 at 09:15 PM Can a quorum be a simple majority or does it need to be a 2/3 majority. Also does a quorum even need to be a majority or can it be any number specified by by-laws? Link to comment Share on other sites More sharing options...
jstackpo Posted June 27, 2014 at 09:27 PM Report Share Posted June 27, 2014 at 09:27 PM The quorum is whatever number, or percentage, the bylaws say it is. If the bylaws are silent, then the RONR default is a majority of the members of whatever body is meeting. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 27, 2014 at 09:28 PM Report Share Posted June 27, 2014 at 09:28 PM Can a quorum be a simple majority or does it need to be a 2/3 majority. Also does a quorum even need to be a majority or can it be any number specified by by-laws? The quorum requirement is whatever the bylaws say it is. It could be a fixed number or a fraction (or percentage). It should be set at the greatest number of members who can be expected to attend a meeting under normal circumstances (i.e. no tornadoes, blizzards, soccer tournaments, etc.). The quorum for a board meeting is often higher (e.g. two-thirds) than the quorum for a meeting of the general membership (e.g 10%).. Link to comment Share on other sites More sharing options...
Guest Guest Posted June 27, 2014 at 09:49 PM Report Share Posted June 27, 2014 at 09:49 PM I also read RROO to mean that an organizations by-laws dictate what sort of business can be condusted without a quorum. Does anyone disagree with that? Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 27, 2014 at 10:13 PM Report Share Posted June 27, 2014 at 10:13 PM I also read RROO to mean that an organizations by-laws dictate what sort of business can be condusted without a quorum. Does anyone disagree with that? I think we can all agree that, where there's a conflict, an organization's bylaws supersede RONR Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 30, 2014 at 10:57 PM Report Share Posted June 30, 2014 at 10:57 PM I also read RROO to mean that an organizations by-laws dictate what sort of business can be condusted without a quorum. Does anyone disagree with that?RONR specifies what business can be conducted without a quorum. Very little is, except for measures designed to achieve a quorum, or adjourn to a time when one may be expected to be available. But if your bylaws say otherwise, they supersede what's in RONR. But since the definition of a quorum is the minimum number of members required to conduct business, if your bylaws start adding exceptions, it starts to undermine the definition of the word itself. If you think that the quorum requirement is restrictive, it makes more sense to simply lower the quorum than to add classes of business that may be conducted without a quorum. Link to comment Share on other sites More sharing options...
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