Suspending the quorum requirement

[Atul Kapur]

8 hours ago, Shmuel Gerber said:

Suppose an organization has established a quorum of 15, and there are currently 20 members. At one of its regular meetings at which all 20 members are present, a main motion is made, at a time when nothing else is pending, "to suspend the rules for the remainder of the meeting and establish the quorum of a majority of the entire membership" (i.e., 11).

A number of members make clear that they may have to leave the meeting if it goes for too long, and they are opposed to the motion. The vote on the motion to suspend the rules is 14 in favor, 6 opposed. The chair declares that there are two-thirds favor and the motion is adopted. At some point, the 6 members that were opposed to temporarily reducing the quorum leave the meeting. Don't they (or why don't they) have a valid claim that any business conducted after they've gone was taken in violation of a rule protecting absentees and is null and void?

This is an interesting question. I suggest that they do not have a valid claim because they are absenting themselves with full awareness beforehand of the motion and its effects.

It's not just their absence that gives them a claim, it's their absence without being made aware of the matter to be proposed.

Let's say that someone gave notice of motion to amend the bylaws to reduce quorum to a majority of the entire membership. Any members who chose not to attend--or even those who are unable to attend--the next meeting where the amendment is adopted have no claim that their rights are being violated because they are absent with full awareness of what will be proposed. The same applies to members who absent themselves for part of the same meeting.

Or, let's make the example even closer. Assume the same notice to amend the bylaws. Assume, further, that all 20 members are present when the bylaws amendment is adopted by a 14-6 vote. Later, those six members leave. Those six have the same awareness, when they left, that quorum is now lower as they would if they left after the suspension was adopted.

 

[J. J.]

30 minutes ago, Atul Kapur said:

Mr. Honemann understood my point very well. I introduced the concept of dilatoriness as a way to explain why I thought that your position was untenable because, under your interpretation, the motion would be frivolous as it would have no real effect.

Since your position appears to be immune to argument (or, at least, this one), I will take Mr. Honemann's advice and not pursue a futile effort further.

I did not consider that a main motion to suspend the rules could be dilatory, until you mentioned it.  That opened my eyes.  Thank you!

[Shmuel Gerber]

50 minutes ago, Atul Kapur said:

This is an interesting question. I suggest that they do not have a valid claim because they are absenting themselves with full awareness beforehand of the motion and its effects.

It's not just their absence that gives them a claim, it's their absence without being made aware of the matter to be proposed.

But as has been pointed out, "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."

Here, the members in question have not consented to the suspension of the rules. The rules require that no decision be taken by the assembly when less than 15 members are present, and members have the right not just to know whether or not this rule will be enforced, but that it actually will be enforced. Members have no obligation to attend a meeting simply to ensure that the quorum rule will not be violated in their absence, even if a motion to do so has been adopted.

Of course, if the quorum rule is properly amended, then the original rule no longer affords anyone protection of any kind.

[Atul Kapur]

1 hour ago, Shmuel Gerber said:

But as has been pointed out, "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." [emphasis moved to a more appropriate position]

I contend that no member was absent when the rules were suspended, that is, when the motion to suspend the rules was adopted. That motion was validly adopted and is still in force until the end of the meeting.

Absentees do not have the right to prevent the assembly from taking a decision that the absentee disagrees with. They have the right that such action cannot be taken without the absentee being aware of it, either because notice was given (as per my analogy above) or because there were no absentees when the action, the adoption of the motion, occurred.

[Shmuel Gerber]

On 11/22/2020 at 1:26 PM, Josh Martin said:

"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

We are told in this instance that, at the time the rule was suspended, there were no absentees. The rule in question provides that rules which protect absentees "cannot be suspended when any member is absent," which means that they can be suspended if no members are absent. The rule does not provide that the effect of the suspension continues only for so long as there are no absentees. It only requires that there are no absentees at the time of the suspension.

 

2 hours ago, Atul Kapur said:

I contend that no member was absent when the rules were suspended, that is, when the motion to suspend the rules was adopted. That motion was validly adopted and is still in force until the end of the meeting.

I don't agree with the assertion that "Rule X cannot be suspended when…" is the same thing as "a motion to Suspend the Rules for the purpose of suspending Rule X cannot be adopted when…"

At any given time, either the quorum rule is in effect or it is suspended — and it cannot be suspended when any member is absent, because such member is protected by the rule and does not consent to its suspension (unless he has actually consented).

[Shmuel Gerber]

3 hours ago, Atul Kapur said:

I contend that no member was absent when the rules were suspended, that is, when the motion to suspend the rules was adopted. That motion was validly adopted and is still in force until the end of the meeting

This begs the question — i.e., it assumes the conclusion. The motion was only validly adopted and in force until the end of the meeting if one assumes that such a motion can validly be adopted and in force until the end meeting, even when a quorum will not be present, simply because there were no absentees at the time of its adoption.

[Dan Honemann]

14 hours ago, Shmuel Gerber said:

Suppose an organization has established a quorum of 15, and there are currently 20 members. At one of its regular meetings at which all 20 members are present, a main motion is made, at a time when nothing else is pending, "to suspend the rules for the remainder of the meeting and establish the quorum of a majority of the entire membership" (i.e., 11).

A number of members make clear that they may have to leave the meeting if it goes for too long, and they are opposed to the motion. The vote on the motion to suspend the rules is 14 in favor, 6 opposed. The chair declares that there are two-thirds favor and the motion is adopted. At some point, the 6 members that were opposed to temporarily reducing the quorum leave the meeting. Don't they (or why don't they) have a valid claim that any business conducted after they've gone was taken in violation of a rule protecting absentees and is null and void?

No, they do not have a valid claim because the number required for the presence of a quorum had been validly and effectively reduced from 15 to 11 by the passage of the motion "to suspend the rules for the remainder of the meeting and establish the quorum of a majority of the entire membership." 

I am not aware of any rule that would have prevented the adoption of this motion to suspend the rules for the remainder of the session.  Shucks, they very likely could have amended their bylaws had they wanted to go that far (for example, if their bylaws provide that they can be amended by previous notice and a two-thirds vote).

[J. J.]

3 hours ago, Daniel H. Honemann said:

 

I am not aware of any rule that would have prevented the adoption of this motion to suspend the rules for the remainder of the session.  Shucks, they very likely could have amended their bylaws had they wanted to go that far (for example, if their bylaws provide that they can be amended by previous notice and a two-thirds vote).

The assembly could amend the bylaws.  It could, for instance, adopt a bylaw amendment that said "Member John Smith is not permitted speak, make motions, or vote and the meeting held on [date of meeting]."  I would question if the rules could be suspending the rules to permit the same thing.

That standard would be that rules protecting absentees, the basic right of an individual, rules embodying fundamental principles of parliamentary law, could be suspended if the motion suspend the rules is adopted the vote for it is sufficient to amend the bylaws.   While the a bylaw amendment could do any or all of those things, I doubt RONR permits suspend the rules to do that.

Edited November 24, 2020 at 02:24 PM by J. J.

[Dan Honemann]

On 11/23/2020 at 2:36 PM, Shmuel Gerber said:

Suppose an organization has established a quorum of 15, and there are currently 20 members. At one of its regular meetings at which all 20 members are present, a main motion is made, at a time when nothing else is pending, "to suspend the rules for the remainder of the meeting and establish the quorum of a majority of the entire membership" (i.e., 11).

A number of members make clear that they may have to leave the meeting if it goes for too long, and they are opposed to the motion. The vote on the motion to suspend the rules is 14 in favor, 6 opposed. The chair declares that there are two-thirds favor and the motion is adopted. At some point, the 6 members that were opposed to temporarily reducing the quorum leave the meeting. Don't they (or why don't they) have a valid claim that any business conducted after they've gone was taken in violation of a rule protecting absentees and is null and void?

 

On 11/24/2020 at 5:31 AM, Daniel H. Honemann said:

No, they do not have a valid claim because the number required for the presence of a quorum had been validly and effectively reduced from 15 to 11 by the passage of the motion "to suspend the rules for the remainder of the meeting and establish the quorum of a majority of the entire membership." 

I am not aware of any rule that would have prevented the adoption of this motion to suspend the rules for the remainder of the session.  Shucks, they very likely could have amended their bylaws had they wanted to go that far (for example, if their bylaws provide that they can be amended by previous notice and a two-thirds vote).

Let me expand a bit on this response of mine.

The motion to suspend the rules, as described here by Shmuel Gerber, is a motion to suspend, for the remainder of the session, a bylaws created quorum rule, and as I have said, I have no problem with this.  It should be noted, however, that in this instance the motion to suspend the rules does not attempt to create its own quorum requirement; it simply reinstates the quorum requirement that is in effect unless the bylaws create a different one (3:3, 40:2).

In the factual situation originally presented by J. J., the motion to suspend the rules is a motion to suspend, for the remainder of the session, the default quorum rule, and to create a new quorum rule which is to last for the remainder of the session. I can understand why there may be some doubt about the ability of an assembly to create, by a motion to suspend the rules, a rule to last for the remainder of a session which it cannot create to last beyond that time by the adoption of a special rule of order.  I'm inclined to doubt it myself.