Determining the presence of a quorum during an electronic meeting

[A Brown]

I am reading pgs. 348-349 (11th edition) regarding enforcing quorum requirements.  Has anyone run into an issue where the technology used for an electronic meeting doesn't allow members to notice if a quorum is no longer present?  What can be done about this?

[Atul Kapur]

You create your own rules of order to deal with that situation. And probably look for a different technology.

[Josh Martin]

10 hours ago, A Brown said:

I am reading pgs. 348-349 (11th edition) regarding enforcing quorum requirements.  Has anyone run into an issue where the technology used for an electronic meeting doesn't allow members to notice if a quorum is no longer present?  What can be done about this?

It will likely be necessary to adopt special rules of order (or at the very least, some customary practices) to assist in this regard.

The RONR Authorship Team has released a document containing several sets of Sample Rules for Electronic Meetings, available here. I'm not quite sure what technology you're using, but since it sounds like this is a fully electronic meeting with no central meeting location, that would be either Scenario A, Scenario B, or Scenario D. The text uses slightly different rules on this subject for each scenario.

Scenario A "Quorum calls. The presence of a quorum shall be established by audible roll call at the beginning of the meeting. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum."

So this scenario involves various full-featured Internet meeting technologies that "integrate audio (and optionally video), text, and voting capabilities" and assumes that members who are "signed in" to the meeting and appear in the list of participants are present, unless an audible roll call is demanded. This can be done if the vote totals do not clearly demonstrate the presence of a quorum. For example, there is a board of seven members, and the quorum is a majority (four). If at least four members vote on a motion, then obviously a quorum is present. If only three members vote, however, then it is not known whether at least four members are present or whether some members simply abstained. In that instance, a member may demand a roll call to determine the presence of a quorum.

Scenario B "Quorum calls. The presence of a quorum shall be established by roll call at the beginning of the meeting and on the demand of any member. Such a demand may be made following the departure of any member, or following the taking of any vote for which the announced totals add to less than a quorum."

This scenario involves a situation in which the meeting is largely held by conference call, but with assistance from "Internet services for conducting secret votes and sharing documents." In this scenario, the situation is much the same as above, except that the rules also permit a quorum call to be demanded following the departure of any member. Scenario D involves a situation where the meeting is held entirely by teleconference without any Internet support, and the rules on this subject are identical to Scenario B.

The sample rules also contain requirements in Scenario A for members to sign out if they are departing the meeting, and for members in Scenarios B and D to announce if they are departing the meeting.

One of my clients is holding meetings which fall under Scenario A and generally uses the same procedure for determining the presence of a quorum, with the addition that a roll call is also taken after returning from a recess.

Edited September 26, 2020 at 03:23 PM by Josh Martin

[A Brown]

Oh boy.  We're talking about an assembly of over 1000 members.

[Josh Martin]

8 minutes ago, A Brown said:

Oh boy.  We're talking about an assembly of over 1000 members.

That certainly will complicate holding electronic meetings, and the problems in relation to determining if a quorum is present are likely only the beginning of the issues in this regard. The sample rules are designed with small boards in mind. The rules in question may need to be slightly modified. It may be desirable, for instance, to require more than a single member to call for a quorum count, and also to provide some mechanism other than an audible roll call for members to indicate that they are present, such as built-in polling features. It may also be desirable to ensure that the meeting technology not only provides a list of the participants but also provides a count of the number of participants currently signed in.

I would advise that the organization hire a professional parliamentarian, preferably one with extensive experience in large electronic meetings, for assistance in developing rules for these meetings. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

Edited September 26, 2020 at 06:15 PM by Josh Martin

[Gary Novosielski]

19 hours ago, A Brown said:

I am reading pgs. 348-349 (11th edition) regarding enforcing quorum requirements.  Has anyone run into an issue where the technology used for an electronic meeting doesn't allow members to notice if a quorum is no longer present?  What can be done about this?

The 12th ed, which is now current defines quorum as the number of members who must be present in order that business can be validly transacted.  I don't believe this varies from the 11th edition.

Since an electronic meeting allows for members to interact without being present, I'm not sure how you would establish a quorum in the first place.  Presumably in your bylaws, where electronic meetings would have to be authorized, there were rules adopted that would answer these questions?  If not, it may be time to write them.  It's up to your organization to decide.

[smb]

Under the 12th edition, the basic rule for a quorum in a convention hasn't changed -- it is the number of delegates registered as attending [40:2(3)].  However, with Zoom and similar software you frequently must register in advance to get the link.   Not all  who "register"  actually show up.  My first thought is that the quorum should be based upon the number of delegates present when the convention is called to order.  While that would omit stragglers who registered in advance but login in a few minutes late, they can be added during a supplemental report.

Anyone have any different conclusions?

[George Mervosh]

18 minutes ago, smb said:

Under the 12th edition, the basic rule for a quorum in a convention hasn't changed -- it is the number of delegates registered as attending [40:2(3)].  However, with Zoom and similar software you frequently must register in advance to get the link.   Not all  who "register"  actually show up.  My first thought is that the quorum should be based upon the number of delegates present when the convention is called to order.  While that would omit stragglers who registered in advance but login in a few minutes late, they can be added during a supplemental report.

Anyone have any different conclusions?

Isn't it "a majority of the number who have been registered as attending, irrespective of whether some may have departed"?

[Atul Kapur]

I've always read that as the people who've actually registered in person, as opposed to the number to whom credentials have been issued or who have pre-registered.

In an electronic meeting, I would say that those who have registered in advance would be the equivalent of those to whom credentials have been issued for an in-person convention. For an electronically held convention, those who are actually participating when the convention is called to order are what I would say is the equivalent of

10 minutes ago, George Mervosh said:

the number who have been registered as attending,

 

Edited October 10, 2020 at 05:35 PM by Atul Kapur

[Richard Brown]

22 minutes ago, George Mervosh said:

Isn't it "a majority of the number who have been registered as attending, irrespective of whether some may have departed"?

Yes, that is the statement in section 40:2(3) in the 12th edition and controls unless the bylaws contain a different provision.  I have seen bylaws which do contain different language for determining the quorum at a convention. 

 

[Richard Brown]

17 minutes ago, Atul Kapur said:

I've always read that as the people who've actually registered in person, as opposed to the number to whom credentials have been issued or who have pre-registered.

In an electronic meeting, I would say that those who have registered in advance would be the equivalent of those to whom credentials have been issued for an in-person convention. For an electronically held convention, those who are actually participating when the convention is called to order are what I would say is the equivalent of

 

I agree.  That is the way I have always understood it.

Edited to add:  I believe that Burke Balch,  a member of the RONR authorship team, made a similar statement when discussing the new 12th edition at the recent National Association of Parliamentarians National Training Conference.

Edited October 10, 2020 at 05:53 PM by Richard Brown
Added last paragraph

[smb]

Great...looks like we're all on the same page.  Thx

[Guest Quorum Query]

I have a question in regards to a closely related topic in regards to accurately counting a quorum in attendance at a meeting in 2021.  The Chair of this membership meeting has specified that the members may attend the meeting and be considered for establishing a quorum in person OR via an electronic Zoom session dialed into this same live meeting.  However, this same Chair states that there will be no interaction at all with the meeting by the participants that are attending the meeting via the electronic Zoom connection.

My question is - How can the Chair decide that the members that are attending on Zoom can count towards establishing the total quorum headcount if they are not able to speak, interact, ask questions, or make their own motions?  I feel that this is either unfair or not appropriate and I would want the Zoom participants to interact and actively participate verbally.

And, worth mentioning that because the group's by-laws are silent on establishing the membership meeting quorum, this membership is governed by RONR 12th edition in regards to establishing a 50% quorum for this members' meeting.  One of the members' topics (at a future meeting, very soon) will address a proposed by-law amendment to designate the % or # minimum membership quorum required at this type of membership meeting.

Thank you in advance for your assistance.

[Joshua Katz]

On 11/13/2021 at 2:54 AM, Guest Quorum Query said:

And, worth mentioning that because the group's by-laws are silent on establishing the membership meeting quorum, this membership is governed by RONR 12th edition in regards to establishing a 50% quorum for this members' meeting.  One of the members' topics (at a future meeting, very soon) will address a proposed by-law amendment to designate the % or # minimum membership quorum required at this type of membership meeting.

 

What do the bylaws say about meeting electronically or in a hybrid manner?

[Josh Martin]

On 11/13/2021 at 1:54 AM, Guest Quorum Query said:

I have a question in regards to a closely related topic in regards to accurately counting a quorum in attendance at a meeting in 2021.  The Chair of this membership meeting has specified that the members may attend the meeting and be considered for establishing a quorum in person OR via an electronic Zoom session dialed into this same live meeting.  However, this same Chair states that there will be no interaction at all with the meeting by the participants that are attending the meeting via the electronic Zoom connection.

My question is - How can the Chair decide that the members that are attending on Zoom can count towards establishing the total quorum headcount if they are not able to speak, interact, ask questions, or make their own motions?  I feel that this is either unfair or not appropriate and I would want the Zoom participants to interact and actively participate verbally.

And, worth mentioning that because the group's by-laws are silent on establishing the membership meeting quorum, this membership is governed by RONR 12th edition in regards to establishing a 50% quorum for this members' meeting.  One of the members' topics (at a future meeting, very soon) will address a proposed by-law amendment to designate the % or # minimum membership quorum required at this type of membership meeting.

If the members attending via Zoom are prohibited from participating in the meeting, then in my view, such members are not, in fact, "present" in the sense the term is used in RONR and should not be counted toward the quorum.

It will be necessary to review the group's bylaws to determine whether electronic/hybrid meetings are authorized. If such meetings are authorized, appropriate rules should be adopted to permit those members attending via Zoom an equivalent opportunity to participate in the meetings compared to members present in person, to the extent that this is possible, and the members should then be counted as "present" for purposes of determining the presence of a quorum.

In the alternative, if the bylaws do not authorize meetings to be held in this manner, then the assembly (not the chair acting alone) may adopt rules governing whether such members may attend the meetings via Zoom as guests, and may adopt rules governing the extent to which they may participate. Under no circumstances, however, may the absent members be permitted to vote or to count as "present" for purposes of determining the presence of a quorum.

Edited November 13, 2021 at 08:24 PM by Josh Martin

[Guest Quorum Query]

On 11/13/2021 at 4:45 AM, Joshua Katz said:

What do the bylaws say about meeting electronically or in a hybrid manner?

In regards to meetings electronically, our bylaws, amended in December of 2020 currently reads:

Meetings of the Board of Trustees and membership may be conducted through use of Internet meeting services.
Any rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority, but may not otherwise conflict with or alter any rule or decision of the Club. An anonymous vote conducted through the designated Internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot.

I am noticing that our bylaws did not address a meeting in a hybrid manner.  I believe that might be exactly WHY this question and the "nteraction limitation" in the meeting process is arising now.

 

And - this might be important to include as well that In Washington State, the Govemor issued a series of proclamations last year.
 
PROCLAMATION BY THE GOVERNOR
AMENDING PROCLAMATION 20-05
20-51

WHEREAS, on February 29, 2020, I issued Proclamation 20-05, proclaiming a State of Emergency for all counties throughout Washington State as a result of the coronavirus disease 2019 (COVID-19) outbreak in the United States and confirmed person-to-person spread of COVID-19 in Washington State; and WHEREAS, as a result of the continued worldwide spread of COVID-19, its significant progression in Washington State, and the high risk it poses to our most vulnerable populations, I have subsequently issued amendatory Proclamations 20-06 through 20-51 exercising my emergency powers under RCW 43.06.220 by prohibiting certain activities and waiving and suspending specified laws and regulations; and

& & & & 

NOTE:  This RCW 24.03.075 below applied to our electronic (Zoom) meetings situation in 2020 up until we revised our bylaws in December 2020.
& & & & 

Community Associations Meetings and Late Fees
Within that proclamation, this section 

3. RCW 24.03.075 – the following stricken provisions only:

......Except as otherwise restricted by the articles of incorporation or the bylaws, members and any committee of members of the corporation may participate in a meeting by conference telephone or similar communications equipment so that all persons participating in the meeting can hear each other at the same time. Participation by that method constitutes presence in person at a meeting.

 

[Guest Quorum Query]

On 11/13/2021 at 12:24 PM, Josh Martin said:

If the members attending via Zoom are prohibited from participating in the meeting, then in my view, such members are not, in fact, "present" in the sense the term is used in RONR and should not be counted toward the quorum.

It will be necessary to review the group's bylaws to determine whether electronic/hybrid meetings are authorized. If such meetings are authorized, appropriate rules should be adopted to permit those members attending via Zoom an equivalent opportunity to participate in the meetings compared to members present in person, to the extent that this is possible, and the members should then be counted as "present" for purposes of determining the presence of a quorum.

In the alternative, if the bylaws do not authorize meetings to be held in this manner, then the assembly (not the chair acting alone) may adopt rules governing whether such members may attend the meetings via Zoom as guests, and may adopt rules governing the extent to which they may participate.

Under no circumstances, however, may the absent members be permitted to vote or to count as "present" for purposes of determining the presence of a quorum.

I fully agree with your first sentence.

Second sentence, I also agree that the group's rules need to be adopted to permit the Zoom participants equivalent opportunity to actively participate in the meeting.

A question for you please regarding your last sentence. "Under no circumstances, however, may the absent members be permitted to vote or to count as "present" for purposes of determining the presence of a quorum.

Are you referring to the absent members that are not in attendance at all either in preson or by Zoom? Those just not in attendance at all.
Or, are you referring to the absent members to define the ones that are on Zoom, electronically and not allowed to interact at all with the live, in person meeting that is being streamed to them via Zoom?

Thank you very much.

[Joshua Katz]

On 11/13/2021 at 11:03 PM, Guest Quorum Query said:

Any rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority

Has the Board (as opposed to a unilateral declaration from the chair) made any rules? 

 

On 11/13/2021 at 11:03 PM, Guest Quorum Query said:

so that all persons participating in the meeting can hear each other at the same time.

We don't interpret statutes (or bylaws) here, but I want to flag this for your organization's attention.

As Mr. Martin said, if people are connected electronically but unable to participate, it seems to me that they are not present for the purposes of quorum. Why should I count towards quorum if you treat me as if I do not exist?

[Josh Martin]

On 11/13/2021 at 10:16 PM, Guest Quorum Query said:

A question for you please regarding your last sentence. "Under no circumstances, however, may the absent members be permitted to vote or to count as "present" for purposes of determining the presence of a quorum.

Are you referring to the absent members that are not in attendance at all either in preson or by Zoom? Those just not in attendance at all.
Or, are you referring to the absent members to define the ones that are on Zoom, electronically and not allowed to interact at all with the live, in person meeting that is being streamed to them via Zoom?

The sentence in question refers to an organization where electronic meetings are not authorized. In such a case, only those persons who are physically present are "present" at the meeting.

As I understand the facts, your bylaws authorize meetings "conducted through use of Internet meeting services." As a result, this portion of my answer will be most applicable to your organization:

If such meetings are authorized, appropriate rules should be adopted to permit those members attending via Zoom an equivalent opportunity to participate in the meetings compared to members present in person, to the extent that this is possible, and the members should then be counted as "present" for purposes of determining the presence of a quorum.