Motions

[minutewriter]

We are a private non-profit. Our bylaws state for our committees, with the exception of the Executive Committee, quorum is the number of members in attendance. We had a committee meeting (not Executive) that began with 5 members but before all of the business was conducted, including recommendations to the board for approval/acceptance/receiving, all but one member had to leave the meeting. Can the one member still conduct the meeting and make the recommendations.

[Bruce Lages]

If that is an accurate statement of your bylaw language regarding quorum in committees, then it appears that one committee member can conduct business in a committee meeting. However, that is a rather unusual quorum requirement, and implies that you actually do not have a quorum requirement for committee meetings. In RONR, the default quorum for a committee would be a majority of the committee members. Are you certain that's what your bylaws say? Could you quote them for us (exact words)?

[minutewriter]

1 hour ago, Bruce Lages said:

If that is an accurate statement of your bylaw language regarding quorum in committees, then it appears that one committee member can conduct business in a committee meeting. However, that is a rather unusual quorum requirement, and implies that you actually do not have a quorum requirement for committee meetings. In RONR, the default quorum for a committee would be a majority of the committee members. Are you certain that's what your bylaws say? Could you quote them for us (exact words)?

Below are the exact words regarding standing committees

ARTICLE VI   STANDING COMMITTEES

6.1 Quorum. Except for the Executive Committee, simple majority of those in attendance constitutes a quorum.

[Gary Novosielski]

Oh, brother.

 

[Bruce Lages]

OK - so your quorum for committee meetings is a majority of the committee members, so the answer to your original question is definitely no, the sole committee member remaining can not continue to conduct business. That means that if the recommendations to be made to the board were not approved before the quorum was lost, then another quorate meeting will need to be held to agree on the recommendation. Can we assume that the 5 members originally present are more than half of the total committee membership?

[Joshua Katz]

26 minutes ago, minutewriter said:

6.1 Quorum. Except for the Executive Committee, simple majority of those in attendance constitutes a quorum.

 

2 minutes ago, Bruce Lages said:

OK - so your quorum for committee meetings is a majority of the committee members

How do you figure?

While, admittedly, this is a mess, I think the most reasonable interpretation (which doesn't matter, since only the organization can interpret its bylaws) is that a quorum is a majority of the largest number attending at any point after the call to order.  There were 5 attending, so a quorum is 3; therefore, one cannot conduct business.  I expect others will disagree, based on past conversations.

[Josh Martin]

4 hours ago, minutewriter said:

We are a private non-profit. Our bylaws state for our committees, with the exception of the Executive Committee, quorum is the number of members in attendance. We had a committee meeting (not Executive) that began with 5 members but before all of the business was conducted, including recommendations to the board for approval/acceptance/receiving, all but one member had to leave the meeting. Can the one member still conduct the meeting and make the recommendations.

Yes.

But this is an extremely stupid rule and it should be amended as soon as possible.

1 hour ago, minutewriter said:

Below are the exact words regarding standing committees

ARTICLE VI   STANDING COMMITTEES

6.1 Quorum. Except for the Executive Committee, simple majority of those in attendance constitutes a quorum.

It seems to me that your society doesn’t understand what a quorum is. The quorum is the minimum number of members that must be present in order to conduct business. Your society has said that a quorum is a “simple majority of those in attendance.” There will, obviously, always be a majority of those in attendance present. In the example you provide, one member was in attendance. A majority of one is one.

I wonder if your society was confusing quorum requirements and voting requirements.

1 hour ago, Joshua Katz said:

How do you figure?

While, admittedly, this is a mess, I think the most reasonable interpretation (which doesn't matter, since only the organization can interpret its bylaws) is that a quorum is a majority of the largest number attending at any point after the call to order.  There were 5 attending, so a quorum is 3; therefore, one cannot conduct business.  I expect others will disagree, based on past conversations.

It seems to me that the only possible interpretation of this rule is that the quorum is a “simple majority of those present” at the particular time. In other words, it is functionally equivalent to a quorum of “the members present.” I don’t know that I would say that this is a reasonable interpretation, but it’s hard to come up with a reasonable interpretation when the rule itself is unreasonable.

Edited February 18, 2018 at 11:48 PM by Josh Martin

[Joshua Katz]

5 minutes ago, Josh Martin said:

It seems to me that the only possible interpretation of this rule is that the quorum is a “simple majority of those present” at the particular time. In other words, it is functionally equivalent to a quorum of “the members present.” I don’t know that I would say that this is a reasonable interpretation, but it’s hard to come up with a reasonable interpretation when the rule itself is unreasonable.

Granted, but it seems to me that my interpretation is preferable in that it doesn't render a bunch of words pointless.  

[Richard Brown]

Minute writer, I suggest you change that quorum requirement asap. As written, it makes no sense. 

[Josh Martin]

14 hours ago, Joshua Katz said:

Granted, but it seems to me that my interpretation is preferable in that it doesn't render a bunch of words pointless.  

Yes, but your interpretation also seems to require imagining several words that aren’t there.

[Gary Novosielski]

This wouldn't be the first bad quorum language ever.  I've seen actual bylaws that state that a quorum is "those members present".  Bad, but valid.

It is possible that "a majority of those present" can make sense when there is other bylaws language that says certain measures must have the support of a "majority of a quorum" for passage.  The math becomes dicey and probably arguable any of four or more ways.  Again, bad but valid.

If you believe that there are a finite number of ways to get things right, and an infinite number of ways to get things wrong, you're left with bad odds.

[J. J.]

It is fairly easy to calculate "a simple majority of those present."

It is not, "a majority of those present," nor is it "a majority of the most members that attended the meeting at some point," nor is it "a majority of those present at the start of the meeting." 

If there was  question of no quorum at any point in the meeting, the chair counts the number of people present at that point and any number that is above half of that constitutes a quorum.  Using only whole numbers, if there are 4-5 members present, the quorum is 3, if 3-2 members are present, the quorum is 2.  Finally, again in whole numbers, if 1 one member is present the quorum is 1, as more than half of one, in whole numbers, is one.

While not artfully put, the effective quorum is one.  In other words, the minimum number of people needed to conduct business is effectively one. If that is desired, the bylaw could state, "One member shall constitute a quorum." 

While somewhat unusual, any assembly can chose to permit a single member to conduct business, at a properly called meeting; in some cases, it might be advantageous.   An assembly can appoint a committee of one, which will have a quorum of one. 

[Gary Novosielski]

5 hours ago, J. J. said:

It is fairly easy to calculate "a simple majority of those present."

It is not, "a majority of those present," nor is it "a majority of the most members that attended the meeting at some point," nor is it "a majority of those present at the start of the meeting." 

How does a simple majority of those present differ from a majority of those present?

[Joshua Katz]

8 hours ago, Gary Novosielski said:

This wouldn't be the first bad quorum language ever.  I've seen actual bylaws that state that a quorum is "those members present".  Bad, but valid.

 

That, at least, is clearer (and the same as the standard used for a mass meeting).

 

9 hours ago, Josh Martin said:

Yes, but your interpretation also seems to require imagining several words that aren’t there.

A fair point.  Mine is analogous to the RONR default for conventions, though, to some extent.

[J. J.]

6 hours ago, Gary Novosielski said:

How does a simple majority of those present differ from a majority of those present?

As far as I can tell, it would be synonymous, in this case. 

[Josh Martin]

14 hours ago, Joshua Katz said:

A fair point.  Mine is analogous to the RONR default for conventions, though, to some extent.

Yes, and if an organization wishes to adopt a quorum requirement for committees similar to RONR’s default for conventions, it is free to do so, but I am not convinced that this organization has done so.

Edited February 20, 2018 at 02:56 PM by Josh Martin