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Guest Vera Muzychka

Annual Meeting of a Non-Profit Organization

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Guest Vera Muzychka

I am on the board of a non-profit organization.  The board has limited power and, according to by-laws, must get permission for various expenditures, as well as elections and by-law changes from the general membership.  The quorum required for the general (annual) meeting is 40 (according to by-laws).  The total membership is approximately 200.  We have tried to have an annual meeting 4 times and have not received a quorum.  What can be done properly to move business onward, expecially elections and quorum change.

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I am on the board of a non-profit organization.  The board has limited power and, according to by-laws, must get permission for various expenditures, as well as elections and by-law changes from the general membership.  The quorum required for the general (annual) meeting is 40 (according to by-laws).  The total membership is approximately 200.  We have tried to have an annual meeting 4 times and have not received a quorum.  What can be done properly to move business onward, expecially elections and quorum change.

 

I'm afraid the only solution is to keep trying to get a quorum.

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I'm afraid the only solution is to keep trying to get a quorum.

 

What do you suggest they do if they simply cannot get a quorum?  Just fold up shop and let the organization go kaput?  That's the only solution?

 

I think they have other options.  If the organization is incorporated, state non-profit corporation law may well provide for a way to proceed with at least some business, such as election of officers and amendment of the bylaws, after a certain number of attempts at obtaining a quorum.  In Louisiana, a meeting of the members can proceed with certain business on the second attempt.

 

Even if the organization is not incorporated, state law might provide a solution.

 

Another option would be in the spirit of the method suggested by General Robert on page 452 of Parliamentary Law, in the answer to Question 107, for an organization which cannot obtain enough members at a meeting to amend the bylaws.  Without going into detail here, General Robert suggested "complying, in making the change, with the spirit of the existing bylaws as nearly as possible."  That would be my suggestion, as well, if state law doesn't provide a solution.

 

General Robert doesn't describe it this way, but I would describe it as the "You do what you have to do to keep the organization functioning" method.

 

In the boating world, we sometimes refer to doing whatever is necessary as "The rule of general prudence".   It's also referred to as "the general prudential rule".   It means, in essence, that in order to avoid a collision,  a boater should do whatever is necessary, even if it means breaking other rules.   I look at this situation as being analogous.

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What do you suggest they do if they simply cannot get a quorum?  Just fold up shop and let the organization go kaput?  That's the only solution?

 

I think they have other options.  If the organization is incorporated, state non-profit corporation law may well provide for a way to proceed with at least some business, such as election of officers and amendment of the bylaws, after a certain number of attempts at obtaining a quorum.  In Louisiana, a meeting of the members can proceed with certain business on the second attempt.

 

Even if the organization is not incorporated, state law might provide a solution.

 

Another option would be in the spirit of the method suggested by General Robert on page 452 of Parliamentary Law, in the answer to Question 107, for an organization which cannot obtain enough members at a meeting to amend the bylaws.  Without going into detail here, General Robert suggested "complying, in making the change, with the spirit of the existing bylaws as nearly as possible."  That would be my suggestion, as well, if state law doesn't provide a solution.

 

General Robert doesn't describe it this way, but I would describe it as the "You do what you have to do to keep the organization functioning" method.

 

In the boating world, we sometimes refer to doing whatever is necessary as "The rule of general prudence".   It's also referred to as "the general prudential rule".   It means, in essence, that in order to avoid a collision,  a boater should do whatever is necessary, even if it means breaking other rules.   I look at this situation as being analogous.

 

The only option under the rules in RONR is for the organization to obtain a quorum. As you note, there may be other options under state law.

 

As for the other option you have proposed - amending the bylaws anyway, notwithstanding whether this is in compliance with any set of rules - the organization should be sure to exhaust all other options first, and also to consider whether there are any members (especially members of a litigious nature) who would oppose such a strategy before taking such a course of action.

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Getting 40 (out of the current 200) members to attend, while perhaps challenging, does not seem to be an impossible task. I suggest the following:

1. Food

2. Drink (depending on the nature of the organization, the more alcohol offered the better)

3. Place some highly controversial item/topic on the proposed agenda. Over the years, for example, our neighborhood Civic Association always has record turnout for meetings when the topic is that some group wants or proposes a halfway house near the neighborhood school for those released from jail or prison.

4. Push very hard to enroll/sign up new members - especially those who will attend the annual meeting. Sign up your spouse, children, in-laws, friends, homeless folks you encounter (make sure they know about #1 and #2).

 

Once you get the required quorum, have bylaws changes ready to be adopted that significantly lower the required quorum for the annual meeting. One organization I am very familiar with has a certain number required for a quorum at its annual meeting. If there is not a quorum at such annual meeting, the meeting is rescheduled within a certain short period, all members are notified of the new annual meeting date - and then a quorum is whoever shows up.

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