Membership is less than quorum?

[GigiA]

What happens if a society goes dormant for many years, and the membership count, due to deaths and dormant members, is less than the required quorum?

Is the only remedy to sign up enough new members to make the quorum requirement? What if members need to be voted on for admission to the society, but there is no way to hold a meeting with a required quorum?

Edited October 4, 2020 at 02:56 PM by GigiA

[Dan Honemann]

You may need to form a new organization.

[J. J.]

You may wish to follow the advice of General Robert in the book Parliamentary Law, which is to amend the bylaws to change the quorum.  You would give plenty of notice that you do that at a meeting without a quorum, have the inquorate meeting, amend the bylaws, then, at the next meeting, ratify the action taken at that adjourned meeting.

It is not ideal, but it does give you another option. 

[Joshua Katz]

If they're going to just act without quorum, why not, instead, act to grant the memberships? 

[Dan Honemann]

Forget this stuff.

[Richard Brown]

8 minutes ago, Joshua Katz said:

If they're going to just act without quorum, why not, instead, act to grant the memberships? 

I understand your point, and I assume it could conceivably be done either way, but I think JJ is suggesting following the advice of General Robert in his answer to question 107 in Parliamentary Law as closely as possible. 

Neither course of action is provided for in RONR and appear to be prohibited by it. I think the question becomes, as a practical matter, whether otherwise inappropriate or illegal action might be justified in appropriate circumstances and whether the spirit of the bylaws is being adhered to as closely as practicable under the circumstances.
 

[J. J.]

4 hours ago, Richard Brown said:

I understand your point, and I assume it could conceivably be done either way, but I think JJ is suggesting following the advice of General Robert in his answer to question 107 in Parliamentary Law as closely as possible. 

Neither course of action is provided for in RONR and appear to be prohibited by it. I think the question becomes, as a practical matter, whether otherwise inappropriate or illegal action might be justified in appropriate circumstances and whether the spirit of the bylaws is being adhered to as closely as practicable under the circumstances.
 

Yes and thanks for the citation.

I will add that I have known of organizations that have been "revived." 

[Joshua Katz]

Well, at the risk of incurring some wrath, here's what I see. They could start a new organization. The result would be exactly the same as meeting without a quorum, accepting the new members, and hoping no one objects. What's the value of more work to get the same result? 

Now, something could depend on it. For instance, things get tougher if there is a legal or economic consequence of starting a new organization. In that case, they should jump through the hoops, because, contrary to what I wrote above, the outcomes would not be the same.

[Shmuel Gerber]

11 hours ago, GigiA said:

What happens if a society goes dormant for many years, and the membership count, due to deaths and dormant members, is less than the required quorum?

RONR doesn't recognize any such thing as a "dormant member". If you can get *all* the members to attend a meeting, then the quorum rule could be suspended in order to amend the bylaws or to admit new members. (RONR (12th ed.) 25:10n8)

[Byron Baxter]

What corrective actions can be taken when the voting threshold is a "Majority of the entire membership"?

 

[Joshua Katz]

3 hours ago, Byron Baxter said:

What corrective actions can be taken when the voting threshold is a "Majority of the entire membership"?

 

I don't quite follow the question. The voting threshold for what? What is the problem?

As a general matter, I took the question here to be about an organization with a fixed quorum. If quorum, or the voting threshold for some question, is based on the membership size, then obviously the organization cannot become so small as to not be able to meet quorum.

[Richard Brown]

3 hours ago, Byron Baxter said:

What corrective actions can be taken when the voting threshold is a "Majority of the entire membership"?

 

Agreeing with Mr. Katz, is this question related to the situation posed by the original poster?  GigiA It’s asking about a quorum problem which, in her case, appears to involve a quorum of a fixed number. She has not made any mention of any voting thresholds. If your question is not directly related to her situation, it would be best if you would pose your question as a new topic.

[Caryn Ann Harlos]

I never knew "inquorate" was a word.  I am in love.

[J. J.]

21 minutes ago, Caryn Ann Harlos said:

I never knew "inquorate" was a word.  I am in love.

Actually used in National Parliamentarian and Parliamentary Journal.

[Byron Baxter]

20 hours ago, Richard Brown said:

Agreeing with Mr. Katz, is this question related to the situation posed by the original poster?  GigiA It’s asking about a quorum problem which, in her case, appears to involve a quorum of a fixed number. She has not made any mention of any voting thresholds. If your question is not directly related to her situation, it would be best if you would pose your question as a new topic.

The thought was that unlike most societies, the majority of the entire membership could actually be present to vote at a meeting and that voting block would trump requirements such as previous notice. However, the majority of the entire membership does not offer any solutions to the quorum problem. Never being able to reach a quorum would seem to preclude even dissolution of the society. RONR (12th ed.) 55:6.

On 10/4/2020 at 11:07 AM, Daniel H. Honemann said:

You may need to form a new organization.

This seems like the only available option for the remaining members.

[Richard Brown]

On 10/4/2020 at 10:07 AM, Daniel H. Honemann said:

You may need to form a new organization.

 

1 hour ago, Byron Baxter said:

This seems like the only available option for the remaining members.

I disagree that forming a new organization is the only option. One option, yes, but not the only option. 

[Rob Elsman]

My consistent opinion is that the "black hole" described by the original poster is a matter of law, not a matter of parliamentary procedure.  Therefore, the original poster may wish to consult with an attorney to determine what steps, if any, are available to wake the organization from its long sleep.

[Shmuel Gerber]

On 10/4/2020 at 7:22 PM, Joshua Katz said:

Well, at the risk of incurring some wrath, here's what I see. They could start a new organization. The result would be exactly the same as meeting without a quorum, accepting the new members, and hoping no one objects. What's the value of more work to get the same result? 

Now, something could depend on it. For instance, things get tougher if there is a legal or economic consequence of starting a new organization. In that case, they should jump through the hoops, because, contrary to what I wrote above, the outcomes would not be the same.

On the other hand, if there is no substantive difference (and I think it would be unusual for there not to be), why not do a little more work to put the organization on legitimate footing?

[Joshua Katz]

Because it's worth doing more work when there's a point. Here, the work is being done to serve parliamentary procedure. It's formality for the sake of formality. Again, if something depends on it, such as a different legal or economic outcome, which would be the case if the organization has some legal existence, that's a different story. But if the only difference is holding a few extra meetings to appease RONR, I don't see the value.

In any case, the organization, once it gets going again, may wish to consider amending the bylaws so that quorum either depends on the membership size, or has some escape hatch in this situation.

[Shmuel Gerber]

27 minutes ago, Joshua Katz said:

Because it's worth doing more work when there's a point. Here, the work is being done to serve parliamentary procedure. It's formality for the sake of formality. Again, if something depends on it, such as a different legal or economic outcome, which would be the case if the organization has some legal existence, that's a different story. But if the only difference is holding a few extra meetings to appease RONR, I don't see the value.

In any case, the organization, once it gets going again, may wish to consider amending the bylaws so that quorum either depends on the membership size, or has some escape hatch in this situation.

I don't think that the procedure for having multiple meetings to establish an organization is mandatory under RONR.

If there are "dormant" members who cannot attend a meeting for the purpose of suspending the rules to amend the bylaws or add members, there is no technical reason why the "non-dormant" members can't have a single meeting at which they adopt bylaws, enroll members, and elect officers of a new organization. Preferably this would take place in conjunction with a regular meeting of the "dormant" society, so that all the previous members who wish to participate will already be present. The reason for doing this is not to appease RONR, but rather that the old organization is no longer able to validly function under its own bylaws.

Why invent an invalid procedure and hope that no one objects, when in fact there may be some people who would have every right to object?

[Dan Honemann]

We have been provided with no additional facts since the original post, but if the facts are that this is an unincorporated society that actually cannot get enough of its members to attend a meeting to meet the quorum requirement established by its bylaws, and cannot get all of its members to attend a meeting, then I see no "remedy" (as the OP puts it), other than forming a new society, that will not involve a violation of the rules.

And forming a new, unincorporated society of interested members should not be very difficult.

 

[GigiA]

Sorry to go dark for a bit...

Yes, my question is if the quorum is a fixed number, say 10 members—but no one has kept a membership roll for many years, and as far as anyone knows, there are only 5 current members, though there may be members that no one knows about. (There was a provision for "life" membership, but there is no current contact information for those members, and honestly, many of them may be deceased at this point).

One of the reasons I personally prefer a quorum to be a percentage—so that you don't end up in this pickle...

 

[GigiA]

If a new organization must be formed, what happens to the assets of the prior organization? Flag, Gavel, (small) bank account balance?

[Rob Elsman]

I had the same question.  It is a legal question rather than a question having to do with parliamentary procedure, so it would have to be addressed elsewhere.

[Josh Martin]

53 minutes ago, GigiA said:

Yes, my question is if the quorum is a fixed number, say 10 members—but no one has kept a membership roll for many years, and as far as anyone knows, there are only 5 current members, though there may be members that no one knows about. (There was a provision for "life" membership, but there is no current contact information for those members, and honestly, many of them may be deceased at this point).

As has been previously noted, the requirement for a quorum may be suspended if all members of the society are present. So if there are, in fact, "only 5 current members," then if all five of them show up they may suspend the quorum requirement. The fact that "no one has kept a membership roll for many years" and that "there may be members that no one knows about," however, may complicate things.

56 minutes ago, GigiA said:

One of the reasons I personally prefer a quorum to be a percentage—so that you don't end up in this pickle...

I'm not sure this would necessarily solve the current problem. Calculating a percentage would be rather difficult if the society has no idea how many members it has.