Tomm Posted October 26, 2020 at 05:13 PM Report Share Posted October 26, 2020 at 05:13 PM I'm a bit confused. Mr. Gerber stated the following in a previous post titled "Membership is less than quorum?" Mr. Gerber stated, "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)" But RONR 12th ed. 25:10 footnote 8 states that "An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present." Can someone please explain what I seem to be missing? There seems to be a contradiction? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 26, 2020 at 05:58 PM Report Share Posted October 26, 2020 at 05:58 PM 43 minutes ago, Tomm said: I'm a bit confused. Mr. Gerber stated the following in a previous post titled "Membership is less than quorum?" Mr. Gerber stated, "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)" But RONR 12th ed. 25:10 footnote 8 states that "An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present." Can someone please explain what I seem to be missing? There seems to be a contradiction? An assembly which has the power to determine its own quorum, such as the general membership of a society, may suspend the requirement if every member is present. An elected or appointed body which lacks this authority, however, such as a society's subordinate board of directors, cannot suspend the quorum requirement even if all members are present. Quote Link to comment Share on other sites More sharing options...
GigiA Posted October 26, 2020 at 09:29 PM Report Share Posted October 26, 2020 at 09:29 PM I can't seem to find anything about suspending the requirement for the quorum if all members are present, can you point me in the right direction? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 26, 2020 at 09:46 PM Report Share Posted October 26, 2020 at 09:46 PM (edited) 16 minutes ago, GigiA said: I can't seem to find anything about suspending the requirement for the quorum if all members are present, can you point me in the right direction? "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10, emphasis added The text in question does not say rules protecting absentees cannot be suspended, period. Rather, it says that such rules cannot be suspended when any member is absent. Therefore, rules protecting absentees (such as the rules requiring the presence of a quorum can be suspended when no members are absent, because if there are no absentees, then there are no absentees to protect. (As the footnote clarifies, however, the rule regarding the presence of a quorum cannot be suspended in the case of an elected or appointed body which lacks the power to set its own quorum, even if all members are present.) Edited October 26, 2020 at 09:46 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
GigiA Posted October 26, 2020 at 09:57 PM Report Share Posted October 26, 2020 at 09:57 PM Gotcha. Makes sense! Thank you! Quote Link to comment Share on other sites More sharing options...
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