Quorum question

[cgh6366]

The bylaws of my organization state: 

 

"No business may take place unless a majority of the Board Members is present"

 

The board is clearly defined in the blylaws and consists of 5 voting members and 2 non-voting members (secretary and treasurer).

 

So do we need 4 of the 7 to have business (even though 2 might not be able to vote), or do we need 3 of the 5 voting members to be present?

 

NOTE:  We're in the process of hiring a parliamentarian to update and streamline out bylaws.

 

Thanks.

[Timothy]

When you have non-voting members, you've gone beyond what RONR defines. I would suggest, however, that your organization will need to decide whether non-voting members of the board are board members. If they are, then you need four. If they are not, then you need three.

[Richard Brown]

I  agree with Mr. Fish's opinion.  This strikes me as a matter of interpreting your bylaws, which we don't do here.  It is up to your organization to interpret its own bylaws.   "Each society decides for itself the meaning of its bylaws".  RONR 11th edition, page 589, line 25. 

 

Your organization can also amend its bylaws to specify whether the quorum is based on all members of the board or just voting members.  Short of that, your organization can decide which interpretation to give it.

[cgh6366]

Thanks for your responses.

 

The bylaws state: 

 

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

 

That would indicate that they are board members and accoring to Mr. Fish we need 4 to have a quorum.

 

So my question then, if the two non voting members show up with 2 voting members for a quorum 4, can the two voting members conduct valid business so long as they both vote the same way?

[Edgar Guest]

So my question then, if the two non voting members show up with 2 voting members for a quorum 4, can the two voting members conduct valid business so long as they both vote the same way?

 

If a quorum is present, why couldn't they? And why couldn't the non-voting members participate (e.g. make motions and engage in debate) without voting?

 

Note: these are largely rhetorical questions.

 

And note that one voting member could abstain so it might take only one voting member to adopt a motion. I think you might want to re-think your bylaws.

 

Edited to add: I think it would be best to not count non-voting members when determining the presence of a quorum.

[Timothy]

In my mind, the wisest thing to do is to strike out "(nonvoting member)" and let the secretary and treasurer vote, but that is based on my experience in which those two officers have a much better understanding of the organization than any other person. If the organization has some reason why those officers shouldn't vote, then it would clarify things if they were removed from this list and a statement were added that indicated that it was their responsibility to attend board meetings, but they would not be permitted to vote. In any case, the fact that poorly written bylaws create an unfortunate situation is not sufficient reason to declare them invalid.

[cgh6366]

Timothy,
 

I agree that the treasurer and secretary should be voting members.  This is a silly bone of contention for some, but hopefully we'll get them all cleaned up with the assistance of the parliamentarian we are hiring.

[Edgar Guest]

 . . . your organization will need to decide whether non-voting members of the board are board members. 

 

To me, the answer seems self-evident.

 

Is it any different than deciding whether short members of the board are board members?

 

Whether old members of the board are board members?

 

Whether non-English-speaking members of the board are board members?

 

Aren't all members of the board board members?

 

Edited to add: Of course the OP is not asking whether all members are members but whether all members should count towards the quorum requirement.

[Gary Novosielski]

Well, since the word "member", unqualified, connotes the right to debate and vote (among others)  I think asking whether a non-voting member is a member would be more like asking whether tall short members are members.

[Josh Martin]

Well, since the word "member", unqualified, connotes the right to debate and vote (among others)  I think asking whether a non-voting member is a member would be more like asking whether tall short members are members.

 

Is it? A "non-voting member" is not a member in the sense the term is used in RONR. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." (RONR, 11th ed., pg. 3) So a "non-voting member" would not be counted in the quorum so far as RONR is concerned. Interestingly enough, I believe the 10th edition actually specified that the quorum was the number of voting members required to make a quorum. In the 11th edition, the text refers the reader back to the definition on pg. 3.

 

The organization's bylaws, however, appear to provide otherwise.