Joinder of a Member

[Nicole Allmon-Learson]

I was recently reading bylaws that stated the following regarding QUORUM:

"A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum."

I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in person or via proxy) and VOTING at a meeting will determine the quorum. Is this correct?

[Josh Martin]

3 minutes ago, Nicole Allmon-Learson said:

I was recently reading bylaws that stated the following regarding QUORUM:

"A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum."

I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in person or via proxy) and VOTING at a meeting will determine the quorum. Is this correct?

It is ultimately up to the organization to interpret the meaning of its own bylaws.

With that said, my own reading of these provisions is as follows:

-The first sentence provides that a quorum is persons entitled to cast at least 25% of the votes of the entire membership. Such persons may be present in person or by proxy. As I read the sentence, the rule does not require that these persons must actually vote on a particular matter in order to count toward the quorum (which is good, since a quorum requirement should not require this).

-The second sentence appears to provide that, in addition to the first sentence, members who "join" in the action of the meeting by "signing and concurring in the minutes" of the meeting shall also be considered to have been present at that meeting. This makes absolutely no sense to me, but it nonetheless appears to be what it says. I recommend amending the bylaws to strike this sentence.

[Dan Honemann]

10 minutes ago, Nicole Allmon-Learson said:

I was recently reading bylaws that stated the following regarding QUORUM:

"A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum."

I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in person or via proxy) and VOTING at a meeting will determine the quorum. Is this correct?

Well, it looks to me as if the portion you have bolded is saying that members who sign the minutes of a meeting to evidence their concurrence in what took place will also be counted in determining the presence of a quorum at that meeting.

[Richard Brown]

Nicole, it’s a very strange provision, but I concur with the opinions of Mr. Martin and Mr. Honemann. Personally, I think the second provision should be removed. I’m not at all sure that only members who were present can join and concur in the minutes. It seems to me that provision can be interpreted to mean that members who were not even at the meeting may concur with the minutes and therefore form part of the quorum.

[AFS1970]

I used to be in an organization that said members could arrive and be counted as in attendance up until the minutes were read. After that they were not counted on the attendance roll and thus not as part of the quorum. I wonder if this means that a late arriving member may sign in and acknowledge the minutes to become a late addition to the quorum. 

[Richard Brown]

15 minutes ago, AFS1970 said:

. I wonder if this means that a late arriving member may sign in and acknowledge the minutes to become a late addition to the quorum. 

I think that would be a reasonable interpretation of this rather strange rule and that is one of the things about it that concerns me. It could have the effect of turning what had been a meeting without a quorum  into a quorate meeting after the fact. 

Edited December 23, 2020 at 08:26 PM by Richard Brown
Reworded last sentence

[Shmuel Gerber]

On 12/23/2020 at 3:08 PM, AFS1970 said:

I used to be in an organization that said members could arrive and be counted as in attendance up until the minutes were read. After that they were not counted on the attendance roll and thus not as part of the quorum. I wonder if this means that a late arriving member may sign in and acknowledge the minutes to become a late addition to the quorum. 

 

On 12/23/2020 at 3:23 PM, Richard Brown said:

I think that would be a reasonable interpretation of this rather strange rule and that is one of the things about it that concerns me. It could have the effect of turning what had been a meeting without a quorum  into a quorate meeting after the fact. 

I don't see these situations as the same at all. The minutes of a meeting are obviously available *only* after the meeting, not during the meeting.

[AFS1970]

Sorry for any confusion, I meant a member could arrive and be counted up until the previous meeting's minutes had been read. 

[Guest Puzzling]

2 hours ago, AFS1970 said:

Sorry for any confusion, I meant a member could arrive and be counted up until the previous meeting's minutes had been read. 

Does that mean that the minutes of the previous meeting can be approved while there is no quorum present?

I think RONR would only let minutes approved when a quorum is present, asking  (forcing?) latecomers afterwards to agree is not the way to go.

[Richard Brown]

56 minutes ago, Guest Puzzling said:

Does that mean that the minutes of the previous meeting can be approved while there is no quorum present?

I think RONR would only let minutes approved when a quorum is present, asking  (forcing?) latecomers afterwards to agree is not the way to go.

I suspect that AFS1970 is referring to an organization with some sort of meeting attendance requirement and that a late arriving member is considered present as long as he arrives before the minutes of the previous meeting have been read or approved.  I'm assuming (something dangerous to do) that  members who arrive after that are considered as not having attended that meeting for attendance purposes despite the fact that the minutes showed the member made several motions, points of order, etc. 

I question whether this has anything to do with Nicole Learson's original question, however!

[AFS1970]

No a quorum was still required to pass the minutes, but additional embers could come in and be counted anytime between the call to order and the approval of the previous minutes.

I only offered it as a possible explanation / answer to her question. I can see if, like my old organization, they tied attendance to the minutes, that being the meaning. Hers seems like it would require signing a form, whereas mine just required you to show up. 

I never saw anyone come in late and then try to make motions, so I have no idea how that would have worked out. Thankfully we managed to avoid that confusion while I was there. 

Edited January 8, 2021 at 03:19 PM by AFS1970

[Josh Martin]

1 hour ago, AFS1970 said:

No a quorum was still required to pass the minutes, but additional embers could come in and be counted anytime between the call to order and the approval of the previous minutes.

I only offered it as a possible explanation / answer to her question. I can see if, like my old organization, they tied attendance to the minutes, that being the meaning. Hers seems like it would require signing a form, whereas mine just required you to show up. 

I never saw anyone come in late and then try to make motions, so I have no idea how that would have worked out. Thankfully we managed to avoid that confusion while I was there. 

I guess I don't really understand any of this - either your old organization's rule or this rule.

So far as RONR is concerned, members are present, including for purposes of whether a quorum is present, if they are present at the current time. This makes perfect sense and is completely workable and I see no reason to monkey around with it.

Although I wonder somewhat if the rule you are describing actually had more to do with whether a member was considered to have been "present" at a meeting for the purposes of attendance requirements.

Edited January 8, 2021 at 04:37 PM by Josh Martin

[Richard Brown]

On 1/8/2021 at 9:16 AM, AFS1970 said:

No a quorum was still required to pass the minutes, but additional embers could come in and be counted anytime between the call to order and the approval of the previous minutes.

 

23 hours ago, Josh Martin said:

I wonder somewhat if the rule you are describing actually had more to do with whether a member was considered to have been "present" at a meeting for the purposes of attendance requirements.

My opinion of the rule that AFS 1970’s  organization has is that it is for determining whether a member was present at a meeting for the purpose of some sort of attendance requirement that the organization has.  

I have seen this type of rule several times before. I have never understood it to be for the purposes of prohibiting a member from participating in a meeting if he arrives late, but rather it is for determining whether the members have complied with some sort of attendance requirements that the organization has. If you arrive at the meeting by certain time you are considered to have attended the meeting for attendance purposes.   if you arrived late, you were considered as not having attended the meeting for meeting attendance purposes.

The rule in no way prevented late arriving members from fully participating in the meeting once they arrived and for being considered present for quorum purposes from the time they arrived.

I note, however, that an organization could adopt a provision in the bylaws that restricts or prohibits the participation in a meeting of members who arrive late.  I believe some organizations actually do have a practice of locking the doors after a certain point so that if you arrive late you are not even admitted. I am curious as to whether my colleagues believe that such a rule must be in the bylaws or if it could it be a standing rule or special rule of order.

[Guest Puzzling]

50 minutes ago, Richard Brown said:

I am curious as to whether my colleagues believe that such a rule must be in the bylaws or if it could it be a standing rule or special rule of order

Maybe best to start a new thread for this.

Members have a right to attend meetings , this is an infringement on this right so I think it should be in the bylaws (the other two may not infringe members rights)

[Josh Martin]

44 minutes ago, Richard Brown said:

I note, however, that an organization could adopt a provision in the bylaws that restricts or prohibits the participation in a meeting of members who arrive late.  I believe some organizations actually do have a practice of locking the doors after a certain point so that if you arrive late you are not even admitted. I am curious as to whether my colleagues believe that such a rule must be in the bylaws or if it could it be a standing rule or special rule of order.

I certainly think it is clear that a rule which would permit members to enter the hall, but would then restrict or prohibit their participation, is not permitted except through a provision in the bylaws. There is nothing in RONR which suggests to me it is permissible to deprive a member of their rights if they have arrived to a meeting late.

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings." RONR (12th ed.) 1:4

"Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws." RONR (12th ed.) 1:13n

I think the case of locking the doors is somewhat more complicated. RONR explicitly states that in the case of a counted rising vote, "In all but small assemblies, the doors should be closed and no one should enter or leave the hall while a count is being taken." RONR (12th ed.) 45:15

I think there may well also be other cases where it is appropriate for the assembly to order that the doors be locked. Such cases which come to mind are perhaps during the taking of certain other kinds of votes, when the assembly is meeting in executive session, or if it is necessary to do so to maintain order and prevent uninvited guests from entering the hall.

Generally, however, I am inclined to think that a "practice of locking the doors after a certain point so that if you arrive late you are not even admitted" is not permissible except through a rule in the bylaws. I do not object to the practice of locking the doors in particular, as this may be necessary (as noted above) to maintain order and prevent uninvited guests from entering the hall. So I think that locking the doors, in and of itself, could be accomplished by standing rule or by order of the assembly. This should be combined with reasonable procedures to permit the legitimate entry of members. This may well mean that late-arriving members will need to wait a bit until someone can arrange to let them in and that they therefore cannot simply waltz in whenever they please. I do not think, however, that it is permissible to categorically prevent the entry of any and all members who arrive after a certain point except through a rule in the bylaws.