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Quorum Required--Suspended Bylaws Section


JKaRe
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     Recently, during the special meeting, we needed to address two urgent matters. We were two members short on the required quorum of (25) members in attendance, as stated in our bylaws. A motion was seconded and moved to suspend the quorum section of our bylaws--even though we knew that we violated the bylaws per RONR--the decisions did not affect any finances and/or membership. The president did not rule the motion out of order and we proceeded with the special meeting even though all officers voted in favor on two motions. Later the board decided the meeting was null and void.

     We are a very small non-profit organization with less than 150 members--our membership grows in size during special events. Active participants averages about 20 - 40 members. My argument is that if two out of seven members to the board did not attend their board meeting would result in 5/7 = 71 percent in attendance. Whereas, a special meeting (or any general meeting) requires 25 members in attendance, we had 23/25 = 92 percent in attendance, which is 21 percent difference. All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed. For your information, using the percentage of current membership for a quorum will not work for our organization.

     Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws? To reiterate, the main concern was a major change to the meeting location that we attended for 100+ years and that the meetings took too long, which is why we wanted to change it to twice a year. The quorum requirement during the general meeting had been challenging in the last few years. I appreciate your input and/or advice.

 

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9 minutes ago, JKaRe said:

Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws?

No.  Unless your bylaws give the board the power to overrule decisions of the general membership, the board has no such authority.  The membership is supreme.   See Official Interpretations 2006-12 and 2006-13  http://www.robertsrules.com/interp_list.html#2006_12

As to the action taken at the inquorate meeting, your solution is to  attempt to have the membership ratify the action at a future meeting...either the next regular meeting or a special meeting.  btw, a quorum requirement in the bylaws cannot be suspended, but, as I said above, the action taken at an inquorate meeting can be ratified provided the meeting was properly scheduled and noticed.

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21 minutes ago, JKaRe said:

     We are a very small non-profit organization with less than 150 members--our membership grows in size during special events. Active participants averages about 20 - 40 members. My argument is that if two out of seven members to the board did not attend their board meeting would result in 5/7 = 71 percent in attendance. Whereas, a special meeting (or any general meeting) requires 25 members in attendance, we had 23/25 = 92 percent in attendance, which is 21 percent difference. All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed. For your information, using the percentage of current membership for a quorum will not work for our organization.

 

This is both wrong and illogical. The numbers you used for the board meeting where total membership (7) and those in attendance (5). The numbers you used for membership meetings are quorum (25) and those present (23). These fractions can't be compared. Even if they could be, though, your bylaws specify a quorum of 25. Without a quorum, you can adjourn, recess, set an adjourned meeting, or take actions for the purpose of gathering a quorum. You cannot decide "we don't care" (well, clearly you can, but in the same sense I can commit crimes) or decide that, on the basis of some odd comparison to a different assembly, it's "good enough." Actions may not be taken without a quorum. A motion to suspend the quorum rules is out of order, both because the rule is not suspendable (it is not a rule of order and it is a bylaw) and because it protects absentees (the whole point of a quorum). The president ruled incorrectly, and the fact that such a motion was made, in my opinion, provides rather "clear and convincing evidence" that a quorum was not present, allowing a later point of order to invalidate the actions taken.

21 minutes ago, JKaRe said:

Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws?

I would say no. Only a membership meeting, absent some special provision in your bylaws, can decide a point of order relating to a membership meeting. A point of order should be raised at the next membership meeting, and it should be well-taken. Boards, though, may not take actions conflicting with decisions of the assembly. But a more interesting question is whether the board is obligated to act on the so-called decision of the assembly, knowing it was invalid and subject to being declared null and void at the next membership meeting. I would say no to this, but stay tuned for other answers. Here's why I would say no: the board may not take actions inconsistent with actions of the assembly. Although it's not entirely clear, it seems to me that there is no action of the assembly here, because actions such as these require a quorum. So the board has nothing it must behave consistently with.

 

21 minutes ago, JKaRe said:

All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed.

So not only did this group of 23 people decide, despite a rule solely intended to protect absentees, that it would just ignore the rule, it did so in order to change the bylaws? I'd make a motion to discipline, or at least censure, every person who voted in favor of this (if it was by roll call) if I were in the organization, and/or the presiding officer who ruled such a thing was in order. I note that, while RONR provides specifically that the lack of a quorum may be challenged at a later meeting by clear and convincing evidence, it also provides that violations of the bylaws (such as claiming to amend the bylaws outside of a quorate meeting) are always continuing breaches, not subject to timeliness requirements (or, in my opinion more correctly, always timely until the bylaws are correct). The next meeting could, if it wished, adopt the amendment (if any applicable notice requirements have been met).

Back to the interesting question: when will that be? All this is quite outrageous, but it isn't clear to me that the best solution is to not allow it to be corrected for a year, when the option to correct it in 6 months exists. I look forward to hearing from others on that. 

Edited by Joshua Katz
Reflected further on the rules about the board
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Doesn' matter how good your rationale is, you cannot suspend your bylaws rule on quorum. 

Quorum is the minimum, so it doesn't matter whether you're below it by one person or ten. 

The motion to suspend the rules was and remains null and void. Your board is being prudent by not acting on the decisions made at the meeting since they are also null and void.

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2 minutes ago, Richard Brown said:

 As to the action taken at the inquorate meeting, your solution is to  attempt to have the membership ratify the action at a future meeting...either the next regular meeting or a special meeting.  btw, a quorum requirement in the bylaws cannot be suspended, but, as I said above, the action taken at an inquorate meeting can be ratified provided the meeting was properly scheduled and noticed.

Mr. Brown - in your opinion, when should that meeting be held if it is a regular, not special meeting, and what is the vote threshold for ratification? Further, what if it is a regular meeting and no notice is given as to amending the bylaws - may the amendment still be ratified?

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5 minutes ago, Joshua Katz said:

Mr. Brown - in your opinion, when should that meeting be held if it is a regular, not special meeting, and what is the vote threshold for ratification? Further, what if it is a regular meeting and no notice is given as to amending the bylaws - may the amendment still be ratified?

I was in the process of editing my response to elaborate on the illegality of what they did when you and Atul  posted your responses almost simultaneously. So,  I decided not to post the edit.

I don't have the answers to all your questions.  This is made more difficult because it appears it was bylaw amendments they were voting on.  As to the vote required to do that, it seems to me a ratification should be by the same vote threshold required to adopt the motion in the first place, but I think I've seen posts in this forum to the effect that actions which required a two thirds vote to pass could be ratified with a regular majority vote.   I hope someone can weigh in on that point. 

All  of that is another reason why they should not have done what they did.  They should have noted the absence of a quorum and the chair should have declared any substantive action other than the actions permissible  in the absence of a quorum to be out of order. In the case of an ordinary motion, ratification is rather straightforward.  But, in the case of bylaw amendments, it is more problematic.

Let's see what we can agree on:  First,  I think we can all agree that the votes on the bylaw amendments should not have taken place.  The  chair should have ruled them out of order  due to the absence of a quorum. They could have set an adjourned meeting, but they didn't do it.  Second, I think we can all agree that, regardless of how improper it might have been for the membership to adopt the bylaw amendments, the board had no authority to declare that action null and void.  Third, I think... or at least hope...we can agree that at the next membership meeting perhaps a member should raise a point of order that the bylaw amendments were not validly adopted and that they are null and void.  The chair should find the point of order well taken and rule the amendments null  and void.

I do think that, as a purely technical matter, the action from the previous meeting could still be ratified, but at the moment I don't know whether it would take the same vote as needed to amend the bylaws (presumably a two thirds vote, but I'm guessing) or if the action could be ratified by a majority vote.  That will require some research.  Maybe someone who knows will weigh in... I know it has come up before.   One more problem is a notice problem... this was a bylaw amendment that was apparently noticed for a special meeting.  This raises the question as to whether it would  be appropriate to consider it at a meeting without notice.

All in all, I think  the best thing for them to do is to have the  bylaw amendments declared null  and void at the next meeting and to start over and notice the proposed bylaw amendments for a future meeting.  And do it correctly at that meeting.

All this goes to show why a quorum requirement should not be ignored....and especially not for something as important as bylaw amendments.  It leads to too many problems.

 

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4 minutes ago, Richard Brown said:

Second, I think we can all agree that, regardless of how improper it might have been for the membership to adopt the bylaw amendments, the board had no authority to declare that action null and void.

I think, taken literally, I agree, but I'm not clear on just what the board can and cannot do. We know the board cannot take action contrary to actions of the assembly. But is the action of permitting itself to take action an action? Is the amendment an action? It isn't clear to me. If not, then there's no action, and nothing to declare null and void. But suppose the board is supposed to make arrangements for the membership meetings. In 6 months, it faces the question as to whether or not it should do so. I'm not convinced it should do so, as required by the illegally adopted bylaw amendment, although I'm not convinced it shouldn't, either.

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This is what I was referring to when I said the Board has no authority to rule the special meeting null and void.  As I recall, that was JKaRe's original question.  I don't see where the board was directed to do anything.

1 hour ago, JKaRe said:

The president did not rule the motion out of order and we proceeded with the special meeting even though all officers voted in favor on two motions. Later the board decided the meeting was null and void. 

 

2 hours ago, JKaRe said:

Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws?

I don't see in the original post where the membership directed the board to do anything.  I'm under the impression that the Board took it upon itself to declare the membership's  action  null and void.  I still maintain that, no matter how  egregious the membership's action might have been, the Board, as a board, has no authority to declare any of the membership's actions null  and void. 

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Just now, Richard Brown said:

I don't see in the original post where the membership directed the board to do anything.  I'm under the impression that the Board took it upon itself to declare the membership's  action  null and void.  I still maintain that, no matter how  egregious the membership's action might have been, the Board, as a board, has no authority to declare any of the membership's actions null  and void. 

Well, in practice, how do membership meetings happen? The assembly claimed to say there are now 2 membership meetings. In reality, the meeting probably isn't going to happen unless the board books a room, sends out notices, and makes all the other logistical arrangements. The bylaws may well say that the board does these things (I know mine do). Even if they don't, how else will it happen?

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2 hours ago, JKaRe said:

Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws?

No. Although the board happens to be correct in this matter (except that technically only the business conducted is null and void, not the meeting itself), the fact remains that only the membership has the authority to decide this issue. As my colleagues have noted, the quorum requirement may not be suspended. Any action taken in the absence of a quorum is null and void.

1 hour ago, Joshua Katz said:

Mr. Brown - in your opinion, when should that meeting be held if it is a regular, not special meeting, and what is the vote threshold for ratification? Further, what if it is a regular meeting and no notice is given as to amending the bylaws - may the amendment still be ratified?

Well, the society and the board certainly are in a pickle regarding this. :)

I would think that the best solution is to call a special meeting to be held immediately prior to the newly (and improperly) created regular meeting, for the purpose of determining the validity of the business conducted at the previous special meeting (and other items of business, if desired). That seems to sufficiently cover the board members’ rears either way.

1 hour ago, Richard Brown said:

I don't have the answers to all your questions.  This is made more difficult because it appears it was bylaw amendments they were voting on.  As to the vote required to do that, it seems to me a ratification should be by the same vote threshold required to adopt the motion in the first place, but I think I've seen posts in this forum to the effect that actions which required a two thirds vote to pass could be ratified with a regular majority vote.   I hope someone can weigh in on that point

In this case, we are dealing with a motion which not only requires a higher voting thereshold but also (most likely) requires previous notice. I am inclined to think that, in such cases, the preferable option is to provide notice again and make the motion anew, rather than ratifying the previous action, even if it may be in order to ratify the motion (and I am not certain that it would be).

Since the society seems to have quorum problems anyway, it also seems prudent as a practical matter to always provide as much notice as possible. :)

Edited by Josh Martin
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2 hours ago, Richard Brown said:

the action from the previous meeting could still be ratified, but at the moment I don't know whether it would take the same vote as needed to amend the bylaws (presumably a two thirds vote, but I'm guessing) or if the action could be ratified by a majority vote.

Table II (Tinted Page 24, Motion #69 "Ratify, or Confirm" states that the Vote Required for Adoption is "Majority, except as explained on pages 103-4". This refers to SDC 7 of The Main Motion which states the exceptions to the majority vote requirement (including where the bylaws "prescribe a requirement of more than a majority vote {such as a two-thirds vote, or previous notice [pp. 121-24], or both}"). This makes it clear (to me, at least) that the motion to Ratify requires the same vote as the original motion which it is ratifying.

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57 minutes ago, Atul Kapur, PRP "Student" said:

Table II (Tinted Page 24, Motion #69 "Ratify, or Confirm" states that the Vote Required for Adoption is "Majority, except as explained on pages 103-4". This refers to SDC 7 of The Main Motion which states the exceptions to the majority vote requirement (including where the bylaws "prescribe a requirement of more than a majority vote {such as a two-thirds vote, or previous notice [pp. 121-24], or both}"). This makes it clear (to me, at least) that the motion to Ratify requires the same vote as the original motion which it is ratifying.

Thank you, Atul.  That makes sense and confirms what my gut told me the case should be.

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On 7/20/2018 at 12:54 PM, Richard Brown said:

No.  Unless your bylaws give the board the power to overrule decisions of the general membership, the board has no such authority.  The membership is supreme.   See Official Interpretations 2006-12 and 2006-13  http://www.robertsrules.com/interp_list.html#2006_12

As to the action taken at the inquorate meeting, your solution is to  attempt to have the membership ratify the action at a future meeting...either the next regular meeting or a special meeting.  btw, a quorum requirement in the bylaws cannot be suspended, but, as I said above, the action taken at an inquorate meeting can be ratified provided the meeting was properly scheduled and noticed.

Thank you @RichardBrown for your prompt response. This is something to learn about given that we thought the members could do for the best interest of their organization. Given the insights provided by others including yourself helped. Yes, our secretary gave notice in advance about the special meeting. The lack of quorum stemmed from members already planned their summer vacation and/or attend another event.

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On 7/20/2018 at 12:56 PM, Joshua Katz said:

This is both wrong and illogical. The numbers you used for the board meeting where total membership (7) and those in attendance (5). The numbers you used for membership meetings are quorum (25) and those present (23). These fractions can't be compared. Even if they could be, though, your bylaws specify a quorum of 25. Without a quorum, you can adjourn, recess, set an adjourned meeting, or take actions for the purpose of gathering a quorum. You cannot decide "we don't care" (well, clearly you can, but in the same sense I can commit crimes) or decide that, on the basis of some odd comparison to a different assembly, it's "good enough." Actions may not be taken without a quorum. A motion to suspend the quorum rules is out of order, both because the rule is not suspendable (it is not a rule of order and it is a bylaw) and because it protects absentees (the whole point of a quorum). The president ruled incorrectly, and the fact that such a motion was made, in my opinion, provides rather "clear and convincing evidence" that a quorum was not present, allowing a later point of order to invalidate the actions taken.

Thank you for your "kind" comments. You missed my point about the numbers in comparison since its about the numbers of "members" deciding for the whole organization whether it is the board or members during the general/special meetings. We are aware of the bylaws purpose and desperate times, even though we were shy of two members, our bylaws require 2/3 (66 percent, in our case, greater than 17) of members present to pass the vote on said motion, which passed and carried by everyone's vote with no opposition. The president learned from another member that the motion should be ruled out of order and the board agreed.

Because of the two key issues--general meeting location and splitting the general meeting times to two different times--the board decided to hold the special meeting instead of waiting for the general meeting since the annual location--for many years--changed. Second, we had issues with meeting the quorum to have a general meeting in the past, which was not up for discussion for the special meeting. Now after the fact from these postings, we can learn from our mistakes. All I asked was a reference to the RONR and some input regarding suspending the bylaws for specific reason/time. I appreciated everyone's input and/or views.

Of course, we will move to change the number of quorum, which I am sure will pass given the recent event and past history of cancelled general meetings. 

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On 7/20/2018 at 1:25 PM, Richard Brown said:

Let's see what we can agree on:  First,  I think we can all agree that the votes on the bylaw amendments should not have taken place.  The  chair should have ruled them out of order  due to the absence of a quorum. They could have set an adjourned meeting, but they didn't do it.  Second, I think we can all agree that, regardless of how improper it might have been for the membership to adopt the bylaw amendments, the board had no authority to declare that action null and void.  Third, I think... or at least hope...we can agree that at the next membership meeting perhaps a member should raise a point of order that the bylaw amendments were not validly adopted and that they are null and void.  The chair should find the point of order well taken and rule the amendments null  and void.

I do think that, as a purely technical matter, the action from the previous meeting could still be ratified, but at the moment I don't know whether it would take the same vote as needed to amend the bylaws (presumably a two thirds vote, but I'm guessing) or if the action could be ratified by a majority vote.  That will require some research.  Maybe someone who knows will weigh in... I know it has come up before.   One more problem is a notice problem... this was a bylaw amendment that was apparently noticed for a special meeting.  This raises the question as to whether it would  be appropriate to consider it at a meeting without notice.

All in all, I think  the best thing for them to do is to have the  bylaw amendments declared null  and void at the next meeting and to start over and notice the proposed bylaw amendments for a future meeting.  And do it correctly at that meeting.

All this goes to show why a quorum requirement should not be ignored....and especially not for something as important as bylaw amendments.  It leads to too many problems.

 

Again, thank you for your input and suggestions. Initially, a motion to suspend the quorum simply because we were two members short, we wanted to see how the members present, at the special meeting, would vote on two issues to help the board to proceed with new meeting location and add another time for the general meeting to cut down on meeting times thus maybe more members would be interested to attend the meeting and then socialize. It was in no way to disregard absentees whom did not attend the special meeting given that they would support our decision. The only exception that we would not act on would be the financial aspects, which would hold everyone liable for any financial-related decision.

Another issue, from the past, the board decided to spend some money on a project, which completed before the general meeting. Even if four out of seven board members were present, they can still carry out an action. That was the rationale for comparing a decision by four board members versus to twenty-three members present. However, only the members can change the bylaws by 2/3 vote of members present with 25 members required for a quorum. There is no clause under the quorum section for the number of board members to constitute a quorum--at most, four of the seven showed up for the board meetings several times.

Last, we did not think about amending the bylaws until after several discussions given the circumstances. We knew that absent members would not object and ratify the motions adopted during the next general meeting.

The comments/views/inputs were extremely helpful for which I will share with everyone. Of course, this would not happen if this was a national organization where the numbers of membership are greater with more dollars vested. Yes, we were wrong and it is time to move on and learn from this experience. Thank you and others!!

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On 7/20/2018 at 2:42 PM, Joshua Katz said:

Well, in practice, how do membership meetings happen? The assembly claimed to say there are now 2 membership meetings. In reality, the meeting probably isn't going to happen unless the board books a room, sends out notices, and makes all the other logistical arrangements. The bylaws may well say that the board does these things (I know mine do). Even if they don't, how else will it happen?

If we are not able to have our general meeting during the fall, we try again during winter month per our bylaws, as we have done this for many years. Members are aware of the notices whether the meeting succeeds or scheduled for another time. It is very rare for us to have the special meeting. We will see how the general meeting will go soon.

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