Guest sharonfromepb Posted October 15, 2019 at 03:52 PM Report Share Posted October 15, 2019 at 03:52 PM My organization has had several meetings dismissed this year due to a lack of quorum. A member asked if there was any way that a member(not an elected Board member) from the audience could be appointed as a Board member for the day and would this satisfy a quorum requirement? We are in the middle of a bylaws revision. Is it reasonable or legal to add this suggestion to the bylaws? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 15, 2019 at 04:39 PM Report Share Posted October 15, 2019 at 04:39 PM It would be better, I think, for the bylaws to be amended to set a lower quorum requirement, assuming there is no conflict with federal, state, or local law or regulation. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted October 15, 2019 at 04:48 PM Report Share Posted October 15, 2019 at 04:48 PM But you still have to have a quorum show up to adopt any amendments, or your "revision". Free food? Door prizes? 50-50 raffles? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 15, 2019 at 04:53 PM Report Share Posted October 15, 2019 at 04:53 PM Or look deeper into why you are having trouble achieving quorum. Since this is a board meeting that is having trouble, you could consider an attendance requirement for board members. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 15, 2019 at 05:04 PM Report Share Posted October 15, 2019 at 05:04 PM (edited) 1 hour ago, Guest sharonfromepb said: My organization has had several meetings dismissed this year due to a lack of quorum. A member asked if there was any way that a member(not an elected Board member) from the audience could be appointed as a Board member for the day and would this satisfy a quorum requirement? We are in the middle of a bylaws revision. Is it reasonable or legal to add this suggestion to the bylaws? If the organization is already working on amending its bylaws, it would seem that the simpler solution would be to lower the quorum requirement rather than coming up with creative workarounds. Or elect board members who show up to meetings. As to whether this “board member for a day” bylaw amendment would be legal, that would be a question for an attorney. The organization’s bylaws take precedence over RONR, so nothing in RONR will stop an organization from adopting whatever strange rules it wants. It may well be, however, that the proposed amendment would conflict with applicable law. Edited October 15, 2019 at 05:05 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 15, 2019 at 07:51 PM Report Share Posted October 15, 2019 at 07:51 PM 3 hours ago, Guest sharonfromepb said: My organization has had several meetings dismissed this year due to a lack of quorum. A member asked if there was any way that a member(not an elected Board member) from the audience could be appointed as a Board member for the day and would this satisfy a quorum requirement? We are in the middle of a bylaws revision. Is it reasonable or legal to add this suggestion to the bylaws? Appointing a board member for a day from the audience would require a vote of the board, which cannot take place without a quorum. But If that would have solved your problem, then lowering the quorum by 1 would be a better solution. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 15, 2019 at 09:54 PM Report Share Posted October 15, 2019 at 09:54 PM 2 hours ago, Gary Novosielski said: Appointing a board member for a day from the audience would require a vote of the board, which cannot take place without a quorum. The rule could provide that this action could be done without a quorum, or that the appointment could be made by a single person (such as the President), rather than by a vote of the board. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 15, 2019 at 11:28 PM Report Share Posted October 15, 2019 at 11:28 PM 1 hour ago, Josh Martin said: The rule could provide that this action could be done without a quorum, or that the appointment could be made by a single person (such as the President), rather than by a vote of the board. Of course. It could also specify that the remainder of the board had to put their hats on backward and carry rubber chickens. It could be made as narrowly drafted and overly specific as the society's collective heart could possibly desire. 🙂 I still maintain that it would be best to simply adjust the quorum to something routinely achievable. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 16, 2019 at 03:26 AM Report Share Posted October 16, 2019 at 03:26 AM Guest sharonfromepb, keep in mind that almost all of the foregoing suggestions require amending the bylaws in order to adopt the new provision... with a quorum present and following the requirements for amending the bylaws. No shortcuts. Electing more conscientious board members and offering free food and door prizes are the only suggestions I recall that don’t require amending the bylaws. Quote Link to comment Share on other sites More sharing options...
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