Quorum - Absolute number or percentage, but can it be both?

[Guest Sarah S]

Would it be reasonable to define a quorum using both a number or a percentage? If the definition specifies to use the lesser of the 2 numbers? For example, would this work?

The presence of 10 active members or greater than 50% of members, whichever is smaller, that hold voting rights shall constitute a quorum.

Many thanks!

[Richard Brown]

Yes, that is permissible (and reasonable), but you mention "active members" without defining what an active member is and then you also refer to members "that hold voting rights".  That seems to be mixing terms.  Are "active members" defined somewhere else in your bylaws?   Are members with voting rights defined?  Even if both answers are yes, should you be mixing "active members" with "members that hold voting rights" in the same bylaw provision? 

Perhaps it is all defined elsewhere in your bylaws, but to me, not having seen them, I see where the provision can be confusing and cause interpretation issues.   I image "active members" and members with voting rights are not necessarily the same thing.  Perhaps that is the way you want it. Is it?   Not knowing your organization and not having seen your bylaws, it seems that using the same definition for both groups would make more sense unless there is a reason for the distinction.

[Richard Brown]

Guest Sarah, do you have classes of members, such as voting members, non-voting members, members in good standing, members not in good standing, etc?  Or do you just have members, like most organizations?  One either is a member or is not a member.  If that's the case, why not word your proposal like this:  The presence of 10 members or more than 50% of members, whichever is smaller, shall constitute a quorum.

If you don't have classes of members, that seems much simpler and less likely to cause problems in interpretation.  If you do have different classes of members, then ignore that suggestion.

 

[Guest Puzzling]

22 hours ago, Guest Sarah S said:

Would it be reasonable to define a quorum using both a number or a percentage? If the definition specifies to use the lesser of the 2 numbers? For example, would this work?

The presence of 10 active members or greater than 50% of members, whichever is smaller, that hold voting rights shall constitute a quorum.

Many thanks!

It is possible but is reasonable especially taking the lower number, 

How many members are there at the moment and is 10 (or less if there are less than 20 members) really a good quorum for the organization? 

I could imagine an lower limit on the quorum (so the highest of the two numbers) but an organization is free to set the quorum as they please (As long as they follow the rules for bylaw change) 

[Guest Sarah S]

Thank you very much!

"Active members" is not defined in the bylaws. It means that the member is in compliance with our attendance policy. A member in "good standing" is defined, so perhaps we should use that term instead, although it includes more than attendance.

There are also different classes and not all classes have voting rights. One could be in good standing, and still not have voting rights. One may have voting rights, but not be in good standing.

There are 31 current members. There are 2 that are non-voting. There is sometimes at least 1 that is not "active," but usually there is no distinction made because there is really no system to "identify" someone as being inactive or not in good standing. The meetings have on average 17 members present. The maximum numbers of total members can be up to 40, as stated in the bylaws. We are always trying to recruit more members and the vast majority would be members with voting rights.

I really appreciate your assistance with this!

[Guest Puzzling]

11 hours ago, Guest Sarah S said:

Thank you very much!

"Active members" is not defined in the bylaws. It means that the member is in compliance with our attendance policy. A member in "good standing" is defined, so perhaps we should use that term instead, although it includes more than attendance.

There are also different classes and not all classes have voting rights. One could be in good standing, and still not have voting rights. One may have voting rights, but not be in good standing.

There are 31 current members. There are 2 that are non-voting. There is sometimes at least 1 that is not "active," but usually there is no distinction made because there is really no system to "identify" someone as being inactive or not in good standing. The meetings have on average 17 members present. The maximum numbers of total members can be up to 40, as stated in the bylaws. We are always trying to recruit more members and the vast majority would be members with voting rights.

I really appreciate your assistance with this!

The problem starts with your members categories, the bylaws need to spell out (in great detail) how the system works, to become a member , how to identify  someone as being inactive member,  in good standing or not , with or without voting rights and so on (notice I removed the rotation marks) only after that the quorum regulations can be made that uses those categories. 

Another way would be to get rid of most of the categories and only have members with full rights, but that is all up to the organization.

[Josh Martin]

11 hours ago, Guest Sarah S said:

"Active members" is not defined in the bylaws. It means that the member is in compliance with our attendance policy. A member in "good standing" is defined, so perhaps we should use that term instead, although it includes more than attendance.

There are 31 current members. There are 2 that are non-voting. There is sometimes at least 1 that is not "active," but usually there is no distinction made because there is really no system to "identify" someone as being inactive or not in good standing. The meetings have on average 17 members present. The maximum numbers of total members can be up to 40, as stated in the bylaws. We are always trying to recruit more members and the vast majority would be members with voting rights.

If "there is really no system to "identify" someone as being inactive or not in good standing," and "active members" are not even defined in the bylaws, then it would not seem advisable to include those terms in the rule.

Since there are members who do not have the right to vote, however, and it is actually known who those persons are, then it may well be prudent to include that distinction in the rule.

So I might suggest simply striking the word "active" from the original proposed rule.

[Richard Brown]

Guest Sarah, based on your answers to my questions and the additional information you provided, I agree with the recommendation by Josh Martin. I think all three of us who have responded agree that there is a problem with your definitions and lack of definitions in your bylaws.

Since you do have both voting and non-voting members, and that distinction is clear and it is known who the voting members are, it makes sense to leave that qualification in your proposed rule but to remove the provision about also being active members.