Chris Harrison Posted February 1, 2019 at 02:26 PM Report Share Posted February 1, 2019 at 02:26 PM I was reading this thread and I had an idea but didn't want to tack it on in case it wasn't an option (most likely won't be) and give the OP ideas. Assuming the impossibility of obtaining a quorum was the only problem preventing them from amending the Bylaws would it be "proper" for them to amend them at the inquorate meeting creating a quorum and then immediately ratify that action making everything legitimate? My guess is this would be a little too slick to actually work but I'm still tossing it out to see if it sticks. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted February 1, 2019 at 03:42 PM Report Share Posted February 1, 2019 at 03:42 PM There might be no other way... Or, argue like this: Since a quorum is used to obtain a "representative sample" of the membership, if ALL the membership is there, there is no problem with a "sample". So go ahead and amend to your heart's content as long as everybody (not always easy to do, unless it is a smallish board) shows up. This comports with RONR's default bylaw amendment rule (page 581) allowing that a "majority of the entire membership" with notice can amend bylaws. It also comports with the page 264 rule that one can suspend a rule protecting absentees at a meeting where everybody (i.e., NO absentees) is there. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted February 1, 2019 at 04:28 PM Report Share Posted February 1, 2019 at 04:28 PM (edited) 2 hours ago, Chris Harrison said: I was reading this thread and I had an idea but didn't want to tack it on in case it wasn't an option (most likely won't be) and give the OP ideas. Assuming the impossibility of obtaining a quorum was the only problem preventing them from amending the Bylaws would it be "proper" for them to amend them at the inquorate meeting creating a quorum and then immediately ratify that action making everything legitimate? My guess is this would be a little too slick to actually work but I'm still tossing it out to see if it sticks. No. 46 minutes ago, jstackpo said: Or, argue like this: Since a quorum is used to obtain a "representative sample" of the membership, if ALL the membership is there, there is no problem with a "sample". So go ahead and amend to your heart's content as long as everybody (not always easy to do, unless it is a smallish board) shows up. This comports with RONR's default bylaw amendment rule (page 581) allowing that a "majority of the entire membership" with notice can amend bylaws. It also comports with the page 264 rule that one can suspend a rule protecting absentees at a meeting where everybody (i.e., NO absentees) is there. Yes, this is acceptable, provided that the board has the power to set its own quorum requirement (such as by amending the bylaws). “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” (RONR, 11th ed., pgs. 263-264) ”An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present.” (RONR, 11th ed., pg. 264, footnote) See also this thread for further discussion of this issue. Edited February 1, 2019 at 04:29 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
J. J. Posted February 1, 2019 at 05:24 PM Report Share Posted February 1, 2019 at 05:24 PM (edited) 2 hours ago, Chris Harrison said: I was reading this thread and I had an idea but didn't want to tack it on in case it wasn't an option (most likely won't be) and give the OP ideas. Assuming the impossibility of obtaining a quorum was the only problem preventing them from amending the Bylaws would it be "proper" for them to amend them at the inquorate meeting creating a quorum and then immediately ratify that action making everything legitimate? My guess is this would be a little too slick to actually work but I'm still tossing it out to see if it sticks. Assuming that notice was needed, no. I would treat a motion ratify a bylaw amendment as having to meet any notice requirements needed to amend the bylaws. Even if notice was not required, I would question if the assembly could ratify something that it could not have adopted at that particular meeting. Edited February 1, 2019 at 05:25 PM by J. J. Quote Link to comment Share on other sites More sharing options...
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