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What to do do if we don't have a 20 member quorum because we have lost members in a church?


Guest Barbara Lindquist

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There are a few procedural actions that could be taken in the absence of a quorum (see RONR 11th ed., pp. 347-348). However, to be valid, business must be conducted with a quorum present. It seems like you may have to put an effort to get a quorum at a meeting to amend the constitution to reduce the quorum requirement.

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First check to see if any applicable statute offers a solution.

 

If not, and if you have more than 20 members, do whatever is necessary to get at least 20 of them to attend a meeting in order to amend the bylaws to reduce the quorum requirement. If you have less than 20 members, hold a meeting, preferably with all of them present, and amend the bylaws to reduce the quorum requirement.

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And when you do amend the bylaws, consider using a percentage of membership (e.g. 20%), rather than a fixed number (e.g. 20), as your quorum requirement. There are disadvantages (you'll always have to have an accurate count of your total membership) but the advantage is that the number of members required to be present will adjust automatically as your membership changes.

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Or something more drastic (which I will deny having written...)

 

Step 1:  Inform all your members that at the next meeting  --  or a special meeting if your bylaws allow special meetings  --  that a bylaw amendment to reduce the quorum to a reasonable number or percentage  will be introduced and voted on;  that the amendments will be the only piece of business you do at the meeting;  tell them the motions will be made and disposed of whether there is a quorum present or not.  (I told you it was completely improper!)  Explain, in full detail, why you are setting out to do this. Tell them, in your letter, that if the members reading this letter don't like this plan they had better show up at the meeting to let their wishes be known.  (Maybe this will get you a quorum anyway and you can do the amendments properly then and there.)  If the members wish to threaten you that is fine, too.  I'll leave it to you to decide if such threats need to be worried about.   Allow plenty of time for people to prepare for your meeting, particularly if your membership is geographically disbursed. Be sure to specify in your letter the full details of the amendments.

Step 2.  Hold the meeting, and do what you said you would do.

Step 3.  Send another letter to all your members recounting what you did, and why, in full detail.

Step 4.  Cross your fingers and wait three or four months.  If there are no complaints  --  which will be completely valid if there are any  --  you should be home free and you can get back to doing whatever it is your organization does.

As I noted, this is completely improper and I will deny having ever suggested it if the bylaws police come after me.

Good luck!


 

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Or something more drastic (which I will deny having written...)

........

As I noted, this is completely improper and I will deny having ever suggested it if the bylaws police come after me.

Good luck!

I believe General Robert himself, in his 1923 book "Parliamentary Law",  suggested something along those lines to an organization that was not able to obtain the number of members necessary to amend its bylaws to a more reasonable requirement.   For those who have Parliamentary Law, it's question 107 on page 452.

 

If this organization is incorporated, you might check your state's non profit corporation laws.  They sometimes provide for a reduced quorum requirement for subsequent attempts at a meeting if a quorum cannot be obtained on the first attempt.

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