Drake Savory Posted October 17, 2019 at 03:42 AM Report Share Posted October 17, 2019 at 03:42 AM Without a quorum the answer to my question would be, "Of course not." However, the bylaws state All proposed amendments shall be submitted to the Representative Council for approval. Upon approval of the majority of the Representative Council present, the proposed amendment(s) shall be forwarded to ... This has been interpreted by the members that although lacking a quorum the RC can still approve a proposed amendment to the membership by majority vote (although I think it's a majority of all there voting and abstaining). Assuming that is a correct interpretation and an inquorate assembly can conduct business if permitted in the bylaws and it is not a violation of Parliamentary Law, then the question is can the assembly then make subsidiary motions such as Amend or Postpone? I think no and that the bylaws only allow an up and down vote but I know some in the organization will say any motions related to passing the proposed bylaws are in order so the amendment. What do you all say? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 17, 2019 at 03:47 AM Report Share Posted October 17, 2019 at 03:47 AM (edited) An inquorate meeting does not have the authority of a meeting of the Representative Council. Stop. Do not pass Go. Do not collect $200. Definitely do not consider a motion other than those that an inquorate meeting is allowed to consider. Edited October 17, 2019 at 08:50 AM by Atul Kapur Corrected typo Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 17, 2019 at 05:07 AM Report Share Posted October 17, 2019 at 05:07 AM 1 hour ago, Drake Savory said: Without a quorum the answer to my question would be, "Of course not." However, the bylaws state All proposed amendments shall be submitted to the Representative Council for approval. Upon approval of the majority of the Representative Council present, the proposed amendment(s) shall be forwarded to ... This has been interpreted by the members that although lacking a quorum the RC can still approve a proposed amendment to the membership by majority vote (although I think it's a majority of all there voting and abstaining). Assuming that is a correct interpretation and an inquorate assembly can conduct business if permitted in the bylaws and it is not a violation of Parliamentary Law, then the question is can the assembly then make subsidiary motions such as Amend or Postpone? I think no and that the bylaws only allow an up and down vote but I know some in the organization will say any motions related to passing the proposed bylaws are in order so the amendment. What do you all say? There is nothing there to justify such a crazy interpretation. That language just sets a threshold for the vote at a majority of those present.. An inquorate meeting has a few restricted things that can be done, but passing bylaws amendments is definitely not one of them. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 17, 2019 at 01:42 PM Report Share Posted October 17, 2019 at 01:42 PM 9 hours ago, Drake Savory said: This has been interpreted by the members that although lacking a quorum the RC can still approve a proposed amendment to the membership by majority vote (although I think it's a majority of all there voting and abstaining). Assuming that is a correct interpretation and an inquorate assembly can conduct business if permitted in the bylaws and it is not a violation of Parliamentary Law, then the question is can the assembly then make subsidiary motions such as Amend or Postpone? This is not a correct interpretation. Quote Link to comment Share on other sites More sharing options...
Drake Savory Posted October 17, 2019 at 03:01 PM Author Report Share Posted October 17, 2019 at 03:01 PM Josh I agree that it is not a correct interpretation* but the membership feels it is and it is believed that the history of that clause of the bylaws was put in because the Council is often inquorate so that the lack of a quorum could not stop needed amendments (such as changing the quorum requirement but that is a whole different issue). *My interpretation is that the amendment passes with a majority of all members there so 15 yes, 12 no, 5 abstain means it does not pass. But then again it's up to the membership to interpret their bylaws n'est-ce pas? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 17, 2019 at 03:19 PM Report Share Posted October 17, 2019 at 03:19 PM 15 minutes ago, Drake Savory said: But then again it's up to the membership to interpret their bylaws n'est-ce pas? The assembly interprets only if there is some ambiguity. No one who has responded believes there is ambiguity on the need for quorum for your RC to be able to act. Quote Link to comment Share on other sites More sharing options...
Drake Savory Posted October 17, 2019 at 03:25 PM Author Report Share Posted October 17, 2019 at 03:25 PM Like I said I totally agree. So maybe the question should now switch to - if the Council does not have a quorum and passes the amendment believing that it was acting properly would that constitute a continuing breach? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 17, 2019 at 03:55 PM Report Share Posted October 17, 2019 at 03:55 PM 28 minutes ago, Drake Savory said: Like I said I totally agree. So maybe the question should now switch to - if the Council does not have a quorum and passes the amendment believing that it was acting properly would that constitute a continuing breach? Yes. Quote Link to comment Share on other sites More sharing options...
Drake Savory Posted October 17, 2019 at 04:29 PM Author Report Share Posted October 17, 2019 at 04:29 PM So it seems the best strategy at this point is pray for a quorum. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 17, 2019 at 05:02 PM Report Share Posted October 17, 2019 at 05:02 PM (edited) 2 hours ago, Drake Savory said: Josh I agree that it is not a correct interpretation* but the membership feels it is and it is believed that the history of that clause of the bylaws was put in because the Council is often inquorate so that the lack of a quorum could not stop needed amendments (such as changing the quorum requirement but that is a whole different issue). *My interpretation is that the amendment passes with a majority of all members there so 15 yes, 12 no, 5 abstain means it does not pass. But then again it's up to the membership to interpret their bylaws n'est-ce pas? Your interpretation is correct. Abstentions, while they do not count as No votes, nevertheless have the effect of No votes in that they deny passage of the motion. Membership interpretation of the bylaws is limited to ambiguities. It should be clear that no rule that does not contain the word quorum, gives no indication that the rule affects the quorum, nor that it applies notwithstanding the absence of a quorum, can be reasonably interpreted to pertain to the quorum. Rules that do pertain to the quorum invariably say so in no uncertain terms. The chair should rule any point of order to the contrary not well taken, and reject an Appeal as out of order. The language clearly refers to the vote threshold. Since "majority of those present" is a valid type of voting threshold (although rare for amending bylaws), it does not imply anything about how many must be present. Members who attempt to read into the rules things that are not there are not acting in good faith. And if there is one time (and I'm not saying there is) when respect for the quorum is needed most, it is when a vote is to be taken on bylaws amendments, especially when a relatively low majority vote threshold is all that is needed. Arguing that the quorum could be changed at an inquorate meeting is nonsensical. A society that has no respect for its bylaws is no better than one without bylaws. Or as Mark Twain is said to have remarked: "A man who will not read has no advantage over a man who cannot read." While I doubt he had bylaws in mind, the sentiment pertains. Good luck. Edited October 17, 2019 at 05:12 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
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