Guest Karen Posted August 19, 2014 at 05:41 PM Report Share Posted August 19, 2014 at 05:41 PM Our Historical Society is in the process of updating its Bylaws and there are individuals who feel that who ever shows up to a Board meeting should in effect be able to conduct the business and have an official meeting. Others are asking if proxies would suffice to vote a board members position. Are these options and actions appropriate and allowed, or should the Board be required to set a minimum attendance as a quorum? What percent should be present to make it a quorum? Link to comment Share on other sites More sharing options...
Timothy Posted August 19, 2014 at 05:47 PM Report Share Posted August 19, 2014 at 05:47 PM Normally, you would need more than half for a quorum, but since this appears to be something you are going to address in your bylaws, the options you mentioned could be used. Neither would be permitted if the bylaws do not specify. Link to comment Share on other sites More sharing options...
Edgar Guest Posted August 19, 2014 at 05:49 PM Report Share Posted August 19, 2014 at 05:49 PM What percent should be present to make it a quorum? The RONR default quorum requirement is a majority (more than half) of the members. That's often too high for a meeting of the general membership and can be too low for a meeting of the board. Further, RONR does not support the use of proxies. As for the "whoever shows up" option. That's really not a quorum requirement at all. Do you really one to let one person make important decisions? Finally, unless your board can amend your bylaws, it's not up to the board to establish the quorum requirement for board meetings. It's up to the general membership. Link to comment Share on other sites More sharing options...
Josh Martin Posted August 20, 2014 at 12:30 AM Report Share Posted August 20, 2014 at 12:30 AM Our Historical Society is in the process of updating its Bylaws and there are individuals who feel that who ever shows up to a Board meeting should in effect be able to conduct the business and have an official meeting. Others are asking if proxies would suffice to vote a board members position. Are these options and actions appropriate and allowed, or should the Board be required to set a minimum attendance as a quorum? Well... if you're amending your bylaws, yes, they're both options, but I wouldn't advise either of them. Setting a minimum attendance for a quorum would be much better. What percent should be present to make it a quorum? "The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." (RONR, 11th ed., pg. 346) As noted, the default is a majority, but you can set it to whatever's reasonable for your board. Link to comment Share on other sites More sharing options...
Rev Ed Posted August 20, 2014 at 03:03 AM Report Share Posted August 20, 2014 at 03:03 AM How large is the Board to begin with? If there are more than 10 members, maybe that is the problem. The default quorum, if left unchanged, would breakdown as follows: 3 members for a 5 member Board.4 members for a Board of 6 or 7 members.5 members for a Board of 8 or 9 members.6 members for a Board of 10 or 11 members. So, if the Board is comprised of less than 12 members, and you can't meet quorum then the organization should consider who it elects rather than making quorum less or allowing for proxies (proxies cannot enter into debate or make amendments, etc.) Plus, allowing Board members to decide whether or not to attend (by not having a minimum number of members required to attend) means that it can become easy for Board members to stop attending at all. Link to comment Share on other sites More sharing options...
Josh Martin Posted August 21, 2014 at 12:13 AM Report Share Posted August 21, 2014 at 12:13 AM (proxies cannot enter into debate or make amendments, etc.) This may or may not be correct. It depends entirely on the rules authorizing the use of proxies. See FAQ #10. Link to comment Share on other sites More sharing options...
Edgar Guest Posted August 21, 2014 at 01:04 AM Report Share Posted August 21, 2014 at 01:04 AM (proxies cannot enter into debate or make amendments, etc.) This may or may not be correct. Well, since a proxy is a document, I think it's safe to say it's correct. Link to comment Share on other sites More sharing options...
Josh Martin Posted August 21, 2014 at 01:08 AM Report Share Posted August 21, 2014 at 01:08 AM Well, since a proxy is a document, I think it's safe to say it's correct. "A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney." (RONR, 11th ed., pg. 428) Link to comment Share on other sites More sharing options...
Edgar Guest Posted August 21, 2014 at 01:12 AM Report Share Posted August 21, 2014 at 01:12 AM . . . the term also designates the person who holds the power of attorney." (RONR, 11th ed., pg. 428) Well, okay then (but it seems pretty sloppy to me). Link to comment Share on other sites More sharing options...
Guest Karen Copenhaver Posted September 10, 2014 at 06:42 PM Report Share Posted September 10, 2014 at 06:42 PM Further clarification is needed as we still don't have a full understanding of my original question. We have Board members who want to use proxies in order for a Board meeting to meet the quorum requirement. In other words, if we have 13 members and only 5 attend the meeting and two of these members hold 1 or 2 general proxies..... can the meeting still be an official one? I cannot find any particular reference in RONR that deals with "proxies for a Board meeting".... to determine a quorum, or not. It does not seem that this would be allowed. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 10, 2014 at 07:10 PM Report Share Posted September 10, 2014 at 07:10 PM Since RONR prohibits the use of proxies, it contains few rules on their use (except the rule prohibiting their use). Any meaningful implementation of proxies would have to rely on rules set out in your bylaws, and presumably written by your organization.. Link to comment Share on other sites More sharing options...
Edgar Guest Posted September 10, 2014 at 08:07 PM Report Share Posted September 10, 2014 at 08:07 PM We have Board members who want to use proxies in order for a Board meeting to meet the quorum requirement. A proxy is a power of attorney which gives a person who is present (the proxy holder) the right to act on behalf of a member who is absent (the grantor of the proxy). The quorum requirement is based on the number of members who are present. Unless your bylaws provide some provision for being "present by proxy" I don't see how you can count an absent member as present. Link to comment Share on other sites More sharing options...
Richard Brown Posted September 10, 2014 at 08:22 PM Report Share Posted September 10, 2014 at 08:22 PM The quorum requirement is based on the number of members who are present. Unless your bylaws provide some provision for being "present by proxy" I don't see how you can count an absent member as present. I agree with your statement, but it is my experience that most bylaws which allow proxies also contain a provision in the quorum requirement that provide for members "who are present either in person or by proxy". I also want to re-iterate what several others have said: RONR absolutely prohibits the use of proxies unless the bylaws permit them or state law requires that they be accepted. The answers that guest Karen is seeking are going to be found in her bylaws or state law, not in RONR (other than the aforementioned prohibition on proxies). Link to comment Share on other sites More sharing options...
Josh Martin Posted September 11, 2014 at 12:23 AM Report Share Posted September 11, 2014 at 12:23 AM Further clarification is needed as we still don't have a full understanding of my original question. We have Board members who want to use proxies in order for a Board meeting to meet the quorum requirement. In other words, if we have 13 members and only 5 attend the meeting and two of these members hold 1 or 2 general proxies..... can the meeting still be an official one? I cannot find any particular reference in RONR that deals with "proxies for a Board meeting".... to determine a quorum, or not. It does not seem that this would be allowed. See FAQ #10 again, paying particular attention to the last sentence. Link to comment Share on other sites More sharing options...
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