Majority of Votes Cast vs. Majority of Quorum

[Guest CThomlinson]

At a recent Board meeting with 7 directors present (enough for a quorum), a motion was voted on where only three people voted. Two for, one against and the other four abstained as they weren't committed either way, not for reasons of conflict. The chair declared the motion 'failed' and no one objected. Upon reflection in the minutes, the discussion of what constitutes a majority for passing a motion ensued. Is it just simple majority of affirmative votes required to pass a motion? Is a majority of quorum voting affirmative needed? Or do you need at least a majority of quorum to simply cast a vote to pass a motion? By-laws do not dictate anything with regards to voting. No one is sure how to proceed now! Thanks.

[Shmuel Gerber]

It depends on what the vote requirements for the particular motion was, but the basic requirement for adopting a motion is a majority vote, meaning a majority of the votes cast. A quorum must be present, but there is no minimum number of votes required.

However, since the chair declared the motion failed, it is too late at this point to question the result. A point of order about the chair's mistake must be made immediately after the announcement in order to change the outcome. 

[Bruce Lages]

Please disabuse yourself of this concept of 'majority of the quorum' having anything to do with voting thresholds. RONR does not use this phrase in any way connected to voting.

Many ordinary societies set their quorum (the minimum number of voting members who must be present in a meeting for business to be conducted) at a relatively low number, compared to their total membership. RONR recommends that the quorum be set at the maximum number of members who can be reasonably depended upon to be present at a meeting (p, 346, l.28-30), in order to ensure that most meetings will be able to conduct business. So, assume that there are 100 members in total, with the quorum set at 25. In a meeting with 60 members present, a vote results in 15 yes votes and 45 no votes. Under the normal definition of a majority vote, the proposal would clearly be soundly defeated. But, if the quorum is 25, then a majority of the quorum is 13, and therefore a majority of the quorum did vote in the affirmative. Do you really want decisions made on that basis?

[Dan Honemann]

But Mr. Lages, the Supreme Court of the United States, in U.S. v Ballin, 144 U.S. 1 (1892), told us that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." To the best of my knowledge, this has never been overruled or further explained by the Court, so what's a guy to think?  🙂

[Bruce Lages]

Since a quorum to decide a case is six, it seems like, for many cases, a majority of the quorum doesn't even carry the day at the Supreme Court 🥺

[Guest CThomlinson]

Your responses are helpful and educational, thank you. 

[Shmuel Gerber]

1 hour ago, Daniel H. Honemann said:

But Mr. Lages, the Supreme Court of the United States, in U.S. v Ballin, 144 U.S. 1 (1892), told us that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." To the best of my knowledge, this has never been overruled or further explained by the Court, so what's a guy to think?  🙂

Reading the opinion in its entirety, It seems *relatively* clear to me that when the court says, "when a quorum is present, the act of a majority of the quorum is the act of the body," what it means is that the act of a majority of the members present, a quorum being present, is certainly the act of the body.

However, because of some of the authorities cited to demonstrate this point, it's not clear to me whether this was meant to imply that a majority of the votes cast would be insufficient, or if the court was even thinking about that distinction, since it wouldn't have made a difference in the case.

[Dan Honemann]

Well yes, it's dicta obiter dictum which is probably why it's so sloppy, but that's cold comfort. If it was the only rule that I had to go by to decide whether or not the vote of 2 in favor, 1 opposed, and 4 abstaining was sufficient for adoption I think I'd be inclined to agree with the chair in this instance.

Edited July 16, 2020 at 10:45 PM by Daniel H. Honemann
An effort to be a little less sloppy myself.

[Shmuel Gerber]

17 hours ago, Daniel H. Honemann said:

Well yes, it's dicta obiter dictum which is probably why it's so sloppy, but that's cold comfort. If it was the only rule that I had to go by to decide whether or not the vote of 2 in favor, 1 opposed, and 4 abstaining was sufficient for adoption I think I'd be inclined to agree with the chair in this instance.

And let's be additionally clear for the sake of the original poster: This stuff about a "majority of the quorum" is just a side discussion and should not have affected the chair's decision at the recent board meeting. As Mr. Lages noted:

19 hours ago, Bruce Lages said:

Please disabuse yourself of this concept of 'majority of the quorum' having anything to do with voting thresholds. RONR does not use this phrase in any way connected to voting

 

[J. J.]

On 7/16/2020 at 4:52 PM, Daniel H. Honemann said:

But Mr. Lages, the Supreme Court of the United States, in U.S. v Ballin, 144 U.S. 1 (1892), told us that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." To the best of my knowledge, this has never been overruled or further explained by the Court, so what's a guy to think?  🙂

While you might, with justification, suggest that this standard for the common or general parliamentary law, I think it is impossible to legitimately say that this is the RONR standard. 

I believe that you are correct that Ballin is controlling, though its prose might be a bit woolly. ;) 

 

[Dan Honemann]

1 hour ago, J. J. said:

While you might, with justification, suggest that this standard for the common or general parliamentary law, I think it is impossible to legitimately say that this is the RONR standard. 

I believe that you are correct that Ballin is controlling, though its prose might be a bit woolly. ;) 

 

Oh my, I never said that the statement I quoted from Ballin is the standard for anything. It isn't. And it certainly forms no part of what is properly understood to be common (or general) parliamentary law.

[J. J.]

1 hour ago, Daniel H. Honemann said:

Oh my, I never said that the statement I quoted from Ballin is the standard for anything. It isn't. And it certainly forms no part of what is properly understood to be common (or general) parliamentary law.

I think someone would have the argument that it part of the general parliamentary law.  In part, that is because the common parliamentary law nebulous. 

[Guest cant stand quorum!]

On 7/16/2020 at 6:03 PM, Shmuel Gerber said:

Reading the opinion in its entirety, It seems *relatively* clear to me that when the court says, "when a quorum is present, the act of a majority of the quorum is the act of the body," what it means is that the act of a majority of the members present, a quorum being present, is certainly the act of the body.

However, because of some of the authorities cited to demonstrate this point, it's not clear to me whether this was meant to imply that a majority of the votes cast would be insufficient, or if the court was even thinking about that distinction, since it wouldn't have made a difference in the case.

My head is spinning. Please help. If quorum is present but less than quorum vote (due to an abstention), does the majority of the voters prevail or is the majority of the quorum needed? For instance, 4 members meet quorum and one abstains, 2 vote for, 1 votes against. So only 3 votes are cast--2 for and 1 against. Does the majority of the voting quorum prevail, meaning 2 votes determine the decision? Or does majority of quorum mean 3 votes are needed? I cant find a citation to support. Can you please help?

[Guest Quorum help me...]

On 7/17/2020 at 6:20 PM, Daniel H. Honemann said:

Oh my, I never said that the statement I quoted from Ballin is the standard for anything. It isn't. And it certainly forms no part of what is properly understood to be common (or general) parliamentary law.

My head is spinning. Please help. If quorum is present but less than quorum vote (due to an abstention), does the majority of the voters prevail or is the majority of the quorum needed? For instance, 4 members meet quorum and one abstains, 2 vote for, 1 votes against. So only 3 votes are cast--2 for and 1 against. Does the majority of the voting quorum prevail, meaning 2 votes determine the decision? Or does majority of quorum mean 3 votes are needed? I cant find a citation to support. Can you please help?

[Joshua Katz]

On 9/20/2021 at 6:28 PM, Guest Quorum help me... said:

My head is spinning. Please help. If quorum is present but less than quorum vote (due to an abstention), does the majority of the voters prevail or is the majority of the quorum needed? For instance, 4 members meet quorum and one abstains, 2 vote for, 1 votes against. So only 3 votes are cast--2 for and 1 against. Does the majority of the voting quorum prevail, meaning 2 votes determine the decision? Or does majority of quorum mean 3 votes are needed? I cant find a citation to support. Can you please help?

The conversation up-thread notwithstanding, there is no parliamentary relationship between quorum (the number present to conduct business) and voting thresholds. If there are 2 votes for something, and 1 against, it passes, regardless whether the threshold is majority or 2/3 for the particular motion. 

[Dan Honemann]

The basic requirement for adoption of a motion is a majority vote, which is defined in RONR, 12th ed., 44:1, as follows:

"As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting."

Note carefully that the number of members constituting a quorum has nothing at all to do with this definition of a majority vote. 

[smb]

It is important to remember that the Ballin case cited above involved a public agency.  It is not unusual for statutes governing public agencies -- as well as laws governing incorporated associations -- to require a majority of those present to take action.  This would necessarily be at least a majority of the quorum, since no business may be conducted without a quorum present.   Under such statutes, a motion with a vote of 2-1 with 4 abstentions fails because it did not attain a majority of those present.   That is NOT the rule in RONR where, as noted above, all that matters is whether there were more ayes than nays. So the critical question for the person who started this thread is whether this is the board of a public entity, an incorporated association, homeowner association or other group governed by such a statute.  If not, and assuming RONR is the parliamentary authority, then the motion passed.

If they are governed by such a statute, it makes no difference whether a point of order was timely raised when the vote was announced.  Because it is a statutory or regulatory requirement, it is a continuing violation and a point of order can be raised at any time.  [RONR 12th ed.; 10:26]

[Dan Honemann]

On 9/22/2021 at 11:41 PM, smb said:

It is important to remember that the Ballin case cited above involved a public agency.  It is not unusual for statutes governing public agencies -- as well as laws governing incorporated associations -- to require a majority of those present to take action.

Well, the vote being considered in Ballin was a vote which had been taken in the U.S. House of Representatives on May 9, 1890, and to the best of my knowledge the rule in the House then (as it is now) was that all that was required for adoption was a majority vote, that is to say, more than half of the votes cast.  Am I wrong about this?

By the way, I find it interesting to note that, in my 1989 edition of Mason's Manual of Legislative Procedure, on page 338, Ballin is cited apparently in support of the statement that "[a] majority of the legal votes cast, a quorum being present, is sufficient to carry a proposition unless a larger vote is required by a constitution, charter, or controlling provision of law, and members present but not voting are disregarded in determining whether an action carried."    🙂

Edited September 23, 2021 at 03:29 PM by Daniel H. Honemann
Added the last paragraph.