Our bylaws state Board +15 for meeting quorom...

[debbokay]

Our bylaws state our housing co-op meetings is Board which normally consists of 7 plus 15 members (22).

Two Board Members have quit months ago and they left the Board at 5.

Now, we have an order by Public Health starting today that you can only have meetings of 10 people. So, we are renting 2 rooms.

No resolution was officially made to keep the Board at 5 til our election TOMORROW

My question is, do we count the Board as being 7 or 5, plus the 15 members to meet quorum, do we need 20 or 22 members to attend?

Edited September 28, 2020 at 02:44 PM by debbokay

[Joshua Katz]

23 minutes ago, debbokay said:

Our bylaws state our housing co-op meetings is Board which normally consists of 7 plus 15 members (22).

 

Only your organization can interpret its bylaws. We might have some guidance, though, if you provide us the exact language at issue.

[debbokay]

Sadly, our bylaws don't actually say much...

3.01 After the first annual meeting of members, the board may, by ordinary resolution, establish the number of directors within the minimum and maximum stated in the articles. The resolution must be recorded in the board's minutes. Once the number of directors is set, the number must not be reduced to meet quorum. 

8.08 Quorum at a meeting of members is the lesser of tither the majority of members or the number of directors plus fifteen (15). 

[Joshua Katz]

5 hours ago, debbokay said:

the number of directors plus fifteen (15). 

It seems to me that this is the number of actual, breathing directors (5), not the number of director positions.

Then there's this:

5 hours ago, debbokay said:

Once the number of directors is set, the number must not be reduced to meet quorum. 

This strikes me as ambiguous. The meaning I would personally incline towards is that you may not reduce the size of the board for the purpose of lowering the quorum requirement. (Although I note that that's not what it says - it says "to meet quorum" which implies that you can't lower it at an inquorate meeting for this purpose. But of course you can't; the meeting can't conduct most business, and it should be interpreted so as to avoid absurdity.) But it could also mean that lowering it does not change the quorum requirement. Under the first interpretation, the number here is 5. Under the second, it would be 7. 

But, again, only your organization can interpret the bylaws. If there are 20 present, a point of order may be raised as to quorum, and the organization will need to decide what this means.

A couple of other thoughts, though. First, why? This is a rather bizarre way to determine a quorum requirement. 

Second:

20 hours ago, debbokay said:

Now, we have an order by Public Health starting today that you can only have meetings of 10 people. So, we are renting 2 rooms.

 

I may be reading too much into this, but it seems to me that what's going on is that the organization needs to decide how many rooms to rent. Note that this has nothing to do with quorum. If the quorum is 20, it does not follow that you can restrict the meeting size to 20. Members still have a right to attend.

[Josh Martin]

1 hour ago, Joshua Katz said:

I may be reading too much into this, but it seems to me that what's going on is that the organization needs to decide how many rooms to rent. Note that this has nothing to do with quorum. If the quorum is 20, it does not follow that you can restrict the meeting size to 20. Members still have a right to attend.

It might be that the issue is that members don't really want to attend and they are struggling to round up enough members to obtain a quorum.

22 hours ago, debbokay said:

Our bylaws state our housing co-op meetings is Board which normally consists of 7 plus 15 members (22).

Two Board Members have quit months ago and they left the Board at 5.

Now, we have an order by Public Health starting today that you can only have meetings of 10 people. So, we are renting 2 rooms.

No resolution was officially made to keep the Board at 5 til our election TOMORROW

My question is, do we count the Board as being 7 or 5, plus the 15 members to meet quorum, do we need 20 or 22 members to attend?

I concur with Mr. Katz that your quorum provision is highly unusual and ambiguous, and as a result I do not know if I can say for certain whether a quorum is 20 or 22. Presumably, either of these is less than a majority of the members, which is the other option in your bylaws.

I would also note that so far as RONR is concerned, a quorum may only be met by the members being together in a single room or area. Perhaps, however, the various government orders on this matter authorize electronic meetings under the circumstances.

[Joshua Katz]

3 minutes ago, Josh Martin said:

I would also note that so far as RONR is concerned, a quorum may only be met by the members being together in a single room or area. Perhaps, however, the various government orders on this matter authorize electronic meetings under the circumstances.

Ah, good point. I was picturing something like the expandable rooms in a convention center, where renting 2 rooms just means doubling the space. If it's separate rooms, I agree.

[Josh Martin]

50 minutes ago, Joshua Katz said:

Ah, good point. I was picturing something like the expandable rooms in a convention center, where renting 2 rooms just means doubling the space. If it's separate rooms, I agree.

It seems like it is the latter, unfortunately, based on the OP's other post here.

[debbokay]

Thank you both, very much, for answering my questions. It's been a rough go with General Meetings, let alone our AGM with covid and our poorly written Bylaws.

We're having the AGM tonight and hopefully it's run properly, proper quorum is met and the "law" requiring a proper AGM is met. Not sure what the law actually states here for Non-Profits here in Canada if we haven't complied... but we sure have tried to comply 🙂

PS. we've also been told members are not allowed to speak, we had questions submitted earlier and already answered on paper. Also, a secret ballot has already taken place and will be counted today and the new Board will be announced tonight at the AGM. (I added this as food for thought, in case anyone else is in the same boat)

[Joshua Katz]

8 minutes ago, debbokay said:

PS. we've also been told members are not allowed to speak, we had questions submitted earlier and already answered on paper. Also, a secret ballot has already taken place and will be counted today and the new Board will be announced tonight at the AGM. (I added this as food for thought, in case anyone else is in the same boat)

I'm sorry, what? Been told by who? 

[Atul Kapur]

30 minutes ago, debbokay said:

we've also been told members are not allowed to speak

This is huge red flag. It is improper and the group should not accept any excuse that "the technology can't handle it"

[debbokay]

21 minutes ago, Joshua Katz said:

I'm sorry, what? Been told by who? 

We were "told" via a memo dropped in all our mailboxes a few weeks ago. The letter was from the "Board". I "think" the premise was to A. shorten the meeting or B. worried about covid, although with a mask on and we are totally practicing social distancing I'm not sure what the problem would be.

[Joshua Katz]

Just now, debbokay said:

We were "told" via a memo dropped in all our mailboxes a few weeks ago. The letter was from the "Board". I "think" the premise was to A. shorten the meeting or B. worried about covid, although with a mask on and we are totally practicing social distancing I'm not sure what the problem would be.

The problem appears to me to be that the board is exercising improper authority over a membership meeting, and in so doing attempting to muzzle the members. They have no authority over membership meetings at all unless the bylaws give them such authority. The entire purpose of a meeting is to allow the members to conduct business and debate. This is not, absent something in the bylaws, something that can be tolerated.

[debbokay]

13 minutes ago, Joshua Katz said:

The problem appears to me to be that the board is exercising improper authority over a membership meeting, and in so doing attempting to muzzle the members. They have no authority over membership meetings at all unless the bylaws give them such authority. The entire purpose of a meeting is to allow the members to conduct business and debate. This is not, absent something in the bylaws, something that can be tolerated.

That is exactly what I said when I first learned of this and the answer I got via the Board was.... well this will give everyone a chance to ask a question and have it answered before the meeting and in doing so there will be no need to ask questions at the AGM and it wouldn't be fair to ask questions AT the AGM as not everyone will be able to hear the questions asked and/or answered. Not everyone will be able to attend our AGM as they asked for 20 volunteers to make quorum virtually and not everyone being tech savvy.

As of yesterday, Public Health announced that we can only have groups of up to 10 people meet indoors or outdoors.

[Atul Kapur]

This is problematic that they are discouraging people from attending, rather than finding ways to allow as many as possible to participate.

[Joshua Katz]

12 minutes ago, debbokay said:

That is exactly what I said when I first learned of this and the answer I got via the Board was.... well this will give everyone a chance to ask a question and have it answered before the meeting and in doing so there will be no need to ask questions at the AGM and it wouldn't be fair to ask questions AT the AGM as not everyone will be able to hear the questions asked and/or answered. Not everyone will be able to attend our AGM as they asked for 20 volunteers to make quorum virtually and not everyone being tech savvy.

As of yesterday, Public Health announced that we can only have groups of up to 10 people meet indoors or outdoors.

This just gets worse and worse. But the basic fact remains: they have no such authority and their memo can just be ignored. If the chair attempts to enforce it, appeal the ruling. If the chair refuses to allow the appeal on the reasoning that the appeal is members speaking at a meeting (!), follow the procedure in RONR for putting the question yourself. (Make sure you line up support ahead of time.) And the organization should consider discipline and/or removal from office if the bylaws contain "successors are elected" language. 

You can't prevent members from attending their own meeting, then use their absence as a reason to deny further rights. The novel coronavirus changes much about the world, but not this. They can find a better way, or butt out. This is not acceptable. 

At least, that's my opinion, but I'm not a member of your organization. (And, as always, barring contrary laws/rules/bylaws/etc.) 

[Gary Novosielski]

17 hours ago, debbokay said:

8.08 Quorum at a meeting of members is the lesser of tither the majority of members or the number of directors plus fifteen (15). 

This is badly worded if it was intended to mean what I think it was.

If there are five board members, then the quorum is 5 + 15, or twenty members.  But nothing in that language implies that any of the twenty members must actually be board members.  It is just a math problem that speaks about the number of board members but no about the members themselves.