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Quorum question

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Our Bylaws read as follows for quorums:

Meeting of the Board of Directors. Fifty-one percent (51 %) or more of the members of the Board of Directors shall constitute a quorum and, if a quorum is present, the decision of a majority of those present shall be the act of the Board of Directors.

We started out with a 7-member board. Over the past 3 months, 2 directors resigned and were not replaced per our President's "suggestion". When we have our next board meeting how many directors will we need to satisfy the quorum requirement?

Thanx.

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4 hours ago, Newbie said:

if a quorum is present, the decision of a majority of those present shall be the act of the Board of Directors.

Interesting how the bylaws slipped in a change to the vote required to adopt a main motion into the article on quorum.

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3 hours ago, reelsman said:

They are your bylaws; you tell us. 🙂

You would be interested in an unlearned person's interpretation of bylaws not relevant to you?

Or, you didn't know the answer, either?

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1 hour ago, Atul Kapur said:

Interesting how the bylaws slipped in a change to the vote required to adopt a main motion into the article on quorum.

As I was reading that after posting, I wondered about that. Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold? Is it something we should consider amending/deleting?

(I hope that's not considered a hijack that requires a new thread.)

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20 minutes ago, Newbie said:

As I was reading that after posting, I wondered about that. Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold? Is it something we should consider amending/deleting?

They're your bylaws; you tell us.

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34 minutes ago, Newbie said:

You would be interested in an unlearned person's interpretation of bylaws not relevant to you?

 

I think the point was that interpretation of bylaws can only be done by the organization. We can give our personal opinions, but ultimately the organization must interpret its own rules.

As to the original question, I think the consensus answer here is 3, the lowest whole number greater than 51% of the actual humans on the board. Personally, I have a different opinion,  or at least might depending on other aspects of the bylaws, but it's not widely accepted.

31 minutes ago, Newbie said:

Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold?

Good question. I don't know the answer. 

 

33 minutes ago, Newbie said:

Is it something we should consider amending/deleting?

I would, yes. In fact, I'd delete the whole thing and rely on RONR for quorum.

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6 hours ago, Newbie said:

Our Bylaws read as follows for quorums:

Meeting of the Board of Directors. Fifty-one percent (51 %) or more of the members of the Board of Directors shall constitute a quorum and, if a quorum is present, the decision of a majority of those present shall be the act of the Board of Directors.

We started out with a 7-member board. Over the past 3 months, 2 directors resigned and were not replaced per our President's "suggestion". When we have our next board meeting how many directors will we need to satisfy the quorum requirement?

Were the resignations of these board members accepted?

31 minutes ago, Newbie said:

As I was reading that after posting, I wondered about that. Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold? Is it something we should consider amending/deleting?

I think it is possible it means something like that. It is also possible it adds nothing of value and simply introduces ambiguity. Either way, I would suggest removing this language.

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37 minutes ago, Newbie said:

As I was reading that after posting, I wondered about that. Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold? Is it something we should consider amending/deleting?

(I hope that's not considered a hijack that requires a new thread.)

No, not a simple majority; the language says a majority of those present, not present and voting.  This make it essentially impossible to abstain, since abstentions will have the effect of No votes.

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1 hour ago, Josh Martin said:

Were the resignations of these board members accepted?

Yes, the resignations were accepted by the President. The resignations were submitted via email and replied to via email.

1 hour ago, Joshua Katz said:

I think the point was that interpretation of bylaws can only be done by the organization. We can give our personal opinions, but ultimately the organization must interpret its own rules.

I value the opinions.

Coming to this forum for help and the experience of knowledgeable people who can provide suggestions and opinions is why I post my questions. As I've seen in many other posts, folks have questions about how to interpret their bylaws. I understand RONR don't supersede the bylaws in an organization, but in many cases the bylaws are ambiguous. So while I might have my own thoughts about how to interpret a passage, others may have a different opinion. Putting the question to the experienced people on this forum is a resource I appreciate. With all due respect, an answer that tells me "you tell us" is simply not helpful. If I could tell you, I wouldn't need to ask. If it was a bylaw in your organization, what would you do?

If you don't want bylaw questions included in the discussions, maybe you should just say that. And if you did say that, and I missed it, I apologize.

 

2 hours ago, Joshua Katz said:

As to the original question, I think the consensus answer here is 3, the lowest whole number greater than 51% of the actual humans on the board. Personally, I have a different opinion,  or at least might depending on other aspects of the bylaws, but it's not widely accepted.

I thought the "correct" answer was 3 as well. But not knowing a lot about certain of Robert's Rules, I thought there might be a possibility that the answer was 4. So if the issue were to come up at our next board meeting, I'd like to have some backup to support the "3" against a possible argument of "4". I can't ask that you review our bylaws for other aspects, but I would be interested to hear your "not widely accepted opinion".


 

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19 minutes ago, Newbie said:

If you don't want bylaw questions included in the discussions, maybe you should just say that. And if you did say that, and I missed it, I apologize.

 

It's not about what we want (although I think we do say, somewhere, that we don't interpret bylaws here). It's about what RONR tells us about bylaws - that they belong to the organization. There are helpful guides to interpretation we can sometimes point to, though.

20 minutes ago, Newbie said:

I thought the "correct" answer was 3 as well. But not knowing a lot about certain of Robert's Rules, I thought there might be a possibility that the answer was 4. So if the issue were to come up at our next board meeting, I'd like to have some backup to support the "3" against a possible argument of "4". I can't ask that you review our bylaws for other aspects, but I would be interested to hear your "not widely accepted opinion".

 

My opinion, which is my personal opinion and not one I encourage others to act on, is that it depends whether the board is empowered to fill its own vacancies. If it is, then it should not, in my view, be able to not do so and get a lower quorum as a "reward." But my view isn't terribly practical since it sometimes results in boards being unable to meet.

As far as backup to support the answer being 3, your bylaws say 51% of the members of the board - the vacancies are not members, but rather precisely the absence of members. There are 7 board positions, but 5 board members. I don't think the answer is clearly answered in RONR, and even if it were, of course, the answer would not apply to your customized rules, but that's the argument I'd use if I were a member.

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15 hours ago, Newbie said:

Yes, the resignations were accepted by the President. The resignations were submitted via email and replied to via email.

Who has the authority to fill vacancies under your bylaws?

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3 hours ago, Josh Martin said:

Who has the authority to fill vacancies under your bylaws?

Whenever there shall occur a vacancy on the Board of Directors due to death, resignation, removal or any other cause, the remaining Directors shall elect a successor Director to serve until the next annual meeting of The Association, at which time said vacancy shall be filled for the unexpired term.

After our first resignation, our President "suggested" that we not fill the vacancy because of the short time until our next elections. (That would be 4 months.) Since the board was then at 6 directors and split into factions of 3-3, any motion to fill the vacancy from either side would likely have resulted in a tie vote and a failed motion.

Our second resignation occurred just a couple of weeks ago. I could agree to not filling the second vacancy since our annual meeting will be next month.

This is how we've rolled for the past 10 months. Clearly, in my opinion, we should have filled the first vacancy. But there are some that don't think the rules apply unless/until they want them to.

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10 hours ago, Gary Novosielski said:

And where did the president get the authority to accept these resignations?

Technically, he did not have the authority to do this on his own. Nor did he have the authority to not fill a vacant board position with 4 months left to go until our next elections. Or to claim that our bylaws were higher in standing than our state statute. Or several other things that have happened or been discussed over the past several months.

Our problem has been that no one sought to challenge him on some of these things, or if someone did, we didn't have enough support to prevail. He does not know what a point of order is, much less to rule it to be well taken or not well taken. Our board members don't know what to do in the event someone wanted to appeal the ruling of the chair.

As we go from a 7-member board to a 5-member board next month, and with elections for 2 openings, I'm hoping to effect some changes moving forward. Also coming up will be a change in our property management company. We're looking for someone to better serve us in the management of our meetings as well as our association. The present company was less able to provide those aspects to us. And not only less able, but often served at the direction of the president to support his suggestions and philosophies.

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15 hours ago, Newbie said:

Whenever there shall occur a vacancy on the Board of Directors due to death, resignation, removal or any other cause, the remaining Directors shall elect a successor Director to serve until the next annual meeting of The Association, at which time said vacancy shall be filled for the unexpired term.

After our first resignation, our President "suggested" that we not fill the vacancy because of the short time until our next elections. (That would be 4 months.) Since the board was then at 6 directors and split into factions of 3-3, any motion to fill the vacancy from either side would likely have resulted in a tie vote and a failed motion.

Our second resignation occurred just a couple of weeks ago. I could agree to not filling the second vacancy since our annual meeting will be next month.

This is how we've rolled for the past 10 months. Clearly, in my opinion, we should have filled the first vacancy. But there are some that don't think the rules apply unless/until they want them to.

Based on these facts, the resignations were never properly accepted. Vacancies may only be accepted by the body with the authority to fill vacancies. As a result, unless and until these vacancies are accepted by the board, the board has seven members, and a quorum is four.

Edited by Josh Martin

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1 hour ago, Newbie said:

We're looking for someone to better serve us in the management of our meetings as well as our association.

You are unlikely to find a property management company that will adequately perform this function. This is where a parliamentarian would be helpful.

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1 hour ago, Josh Martin said:

Based on these facts, the resignations were never properly accepted. Vacancies may only be accepted by the body with the authority to fill vacancies. As a result, unless and until these vacancies are accepted by the board, the board has seven members, and a quorum is four.

Thank you for the clarification. I thought it might be something like that. Now, given our past history and our president's lack of knowledge of these matters and his disinclination to acknowledge proper protocol, we'll just muddy through until our annual meeting.

47 minutes ago, Atul Kapur said:

You are unlikely to find a property management company that will adequately perform this function. This is where a parliamentarian would be helpful.

We have come across a couple that have already given us more than our current firm. It's a combination of understanding our condo docs (statute, declaration, bylaws) along with a bit on meeting management. I agree that a qualified parliamentarian would be very helpful. One of the firms offers twice a year workshops where they invite various people to speak and do question/answer sessions. That alone intrigues me and I would try to attend whenever I could. But budget constraints for a small 3-year old association might hold us back somewhat.

At this point, we have to eat the elephant one bite at a time.

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