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Quorum for general meetings


Guest New director
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Since the directors are members of the organization, they have the same rights as other members at the membership meeting and count towards quorum. They do not have any more rights than any other member, and the board is not there as "the board" (they are members attending the membership meeting), so I am also confused by your phrase "let by the the Board." Do your bylaws specify that a certain number of directors must be present at a membership meeting?

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On 7/28/2019 at 5:14 PM, Guest New director said:

Our Bylaws require at least ten members to be present to constitute a quorum to proceed with a general membership meeting led by the Board. Since all Directors are members, does their presence count toward the quorum?

Do your bylaws actually contain the language "led by the Board"?

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I think "led by the Board" means that the board members are heading up the general membership meetings.

In my case, the President of the board presides over the general meetings, announces new news. Other board members also attend and have their own announcements, like reading previous minutes, financial reports, etc.

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20 minutes ago, Guest Nickie said:

I think "led by the Board" means that the board members are heading up the general membership meetings.

In my case, the President of the board presides over the general meetings, announces new news. Other board members also attend and have their own announcements, like reading previous minutes, financial reports, etc.

But in what way would board members be "heading up" a general membership meeting?  The  board, as a board, is not even present at general membership meetings.  Any board members who are present are almost certainly present by virtue of being a member of the assembly, not a member of the board.

Over the course of several years of reading posts on this board and on its predecessor board, I have learned that it is not unusual for the officers and board members of some organizations to begin to act like  they actually run and control  the membership meetings... and the members willingly go along with that.  Sometimes the board members even sit together at a table at the front of the room as if they are some kind of overlords.  However, unless the bylaws specify otherwise, board members at a general membership meeting have no more authority than the "regular" members.  They are all equal at membership meetings.

Receiving reports from board members, just like receiving committee reports, is rather common and should not be construed as "running" the meeting.  They are merely giving reports.

In your case, I bet your chairman of the board is probably the president of the organization or the bylaws specify that the chairman of the board shall preside at general membership meetings.  That is common and is a far cry from letting the board members "run" (or head up) the meeting. The board members are there as general members except in the very limited sense that some of them may give reports on behalf of the board and officer reports, such as the treasurer's report. That is no different from a committee chairman giving a committee report.

Edited by Richard Brown
Added to the next to last sentence of the last paragraph as indicated by underlining.
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4 hours ago, Guest Nickie said:

I think "led by the Board" means that the board members are heading up the general membership meetings.

In my case, the President of the board presides over the general meetings, announces new news. Other board members also attend and have their own announcements, like reading previous minutes, financial reports, etc.

It's common for the president of the society to preside over membership meetings as well as meetings of the Board, if any. And the secretary is typically the recording officer for both types of meeting.  The reports of officers are a part of the standard order of business. 

But the Board is not in session during a meeting of the general membership, and board members who attend are present only as members of the general assembly, with no more rights than any other member.  Anything else is improper, unless you have special rules   The board has no business "heading up" a general membership meeting, as the board is completely subordinate to the general membership, if the rules in RONR apply.

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15 hours ago, Gary Novosielski said:

It's common for the president of the society to preside over membership meetings as well as meetings of the Board, if any. And the secretary is typically the recording officer for both types of meeting.  The reports of officers are a part of the standard order of business. 

But the Board is not in session during a meeting of the general membership, and board members who attend are present only as members of the general assembly, with no more rights than any other member.  Anything else is improper, unless you have special rules   The board has no business "heading up" a general membership meeting, as the board is completely subordinate to the general membership, if the rules in RONR apply.

I think you are absolutely right, but I also find that this situation occurs most often in organizations in which the board does in fact have complete control over the affairs of the organization and about the only thing that the full membership can do is elect board members at its annual meeting. Although the annual meeting of the full membership is just that, and not a meeting of the board, the board just can't get over the idea that they are supposed to run everything.  🙂

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On 8/3/2019 at 1:00 PM, Daniel H. Honemann said:

I think you are absolutely right, but I also find that this situation occurs most often in organizations in which the board does in fact have complete control over the affairs of the organization and about the only thing that the full membership can do is elect board members at its annual meeting. Although the annual meeting of the full membership is just that, and not a meeting of the board, the board just can't get over the idea that they are supposed to run everything.  🙂

Yep that sounds just like most boards I've known, with little regard for what the bylaws say about the extent of their powers. 🙂

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