Voting Quorum

[rbk]

My organization's bylaws define a voting quorum, not a quorum. How do we determine whether we have a quorum for business that is not a vote? Must we default to the parliamentary rule that if a quorum is not defined, a quorum is "a majority of the number of voting members"?

[Josh Martin]

1 hour ago, rbk said:

My organization's bylaws define a voting quorum, not a quorum. How do we determine whether we have a quorum for business that is not a vote? Must we default to the parliamentary rule that if a quorum is not defined, a quorum is "a majority of the number of voting members"?

Could you quote the exact language your bylaws use on this subject?

Also, what "business that is not a vote" did you have in mind?

[rbk]

1 hour ago, Josh Martin said:

Could you quote the exact language your bylaws use on this subject?

Also, what "business that is not a vote" did you have in mind?

Here is the entire section of our bylaws that prescribes a quorum:

10.5.  Quorum and Voting Rights
Ten (10) or more Regular or Life Members qualified to vote shall constitute a quorum for voting.  Alternatively, if there are fewer than twenty (20) Regular or Life Members qualified to vote, then at least fifty percent (50%) of said members shall constitute a quorum for voting.  Administrative Members shall have only those voting rights as are expressly set forth in these bylaws.  Probationary Members shall not have any voting rights whatsoever.  When permitted to vote, each member shall have one vote and proxy voting shall not be permitted.

Here's an example of business that I believe is not a vote: Our bylaws ask prospective members to present an initial application reading, and a month later, a final application reading followed by a membership election. I thought the initial reading is business that doesn't involve voting. Am I correct to assume from your question that you consider approval of minutes (by unanimous consent) a vote? I wasn't sure. I appreciate your help.

[RSW]

Unanimous consent is (effectively) a method for taking a vote.

[Josh Martin]

1 hour ago, rbk said:

Here is the entire section of our bylaws that prescribes a quorum:

10.5.  Quorum and Voting Rights
Ten (10) or more Regular or Life Members qualified to vote shall constitute a quorum for voting.  Alternatively, if there are fewer than twenty (20) Regular or Life Members qualified to vote, then at least fifty percent (50%) of said members shall constitute a quorum for voting.  Administrative Members shall have only those voting rights as are expressly set forth in these bylaws.  Probationary Members shall not have any voting rights whatsoever.  When permitted to vote, each member shall have one vote and proxy voting shall not be permitted.

Here's an example of business that I believe is not a vote: Our bylaws ask prospective members to present an initial application reading, and a month later, a final application reading followed by a membership election. I thought the initial reading is business that doesn't involve voting. Am I correct to assume from your question that you consider approval of minutes (by unanimous consent) a vote? I wasn't sure. I appreciate your help.

Thank you for these additional facts. In the long run, I would simply advise striking the words "for voting" at the two places it appears in the rule, since these words seem to accomplish nothing except to cause confusion.

Personally, I do not think the inclusion of these words modifies the meaning of the term "quorum." I would still interpret the quorum provision in the bylaws as applying to all types of business for which a quorum is required. It is somewhat unclear whether the "initial application reading" is such business, but it may be that it is in the nature of a previous notice requirement, and giving previous notice of a motion at a meeting does require a quorum.

Even to the extent that the language is intended to limit the quorum requirement in the bylaws to "voting" (which I do not think is the case), I believe this would include business conducted by unanimous consent.

[Richard Brown]

I generally agree with the comments above by Mr. Martin.   However, I do see some "wiggle room" or lack of certainty in the quorum provision and I think it would also be reasonable for the society to interpret the bylaws to not require the "quorum for voting purposes" to be present for other portions of a meeting or different types of meetings.  For example, I can see how the membership would interpret the rule as permitting the presentation of reports and an "initial application reading".

However, there is a downside to that interpretation:  RONR is clear that a quorum must be present in order to conduct business and the types of activities I mentioned above do constitute business.  If the  ten member quorum rule does not apply to those types of activities, then the "majority of all the members" default quorum in RONR would likely apply.  RONR (12th ed.) 40:2 (4).  The bylaws do not say a quorum is not required for those activities, they say simply that a "quorum for voting purposes" is ten members (with an alternative quorum mentioned). 

Ultimately, it is up to the members of this organization to interpret their own bylaws, but the interpretation suggested by Mr. Martin makes the most sense to me and avoids other problems such as whether the default "majority of all the members" in RONR would apply to other non-voting activities.

[Shmuel Gerber]

9 hours ago, Richard Brown said:

However, there is a downside to that interpretation:  RONR is clear that a quorum must be present in order to conduct business and the types of activities I mentioned above do constitute business.  If the  ten member quorum rule does not apply to those types of activities, then the "majority of all the members" default quorum in RONR would likely apply.  RONR (12th ed.) 40:2 (4).  The bylaws do not say a quorum is not required for those activities, they say simply that a "quorum for voting purposes" is ten members (with an alternative quorum mentioned). 

It seems highly improbable to me that this is what the provision was understood to mean when it was put into the bylaws, and I think it would be ruled out by RONR principle of interpretation #6 in 56:68.

[Mike Phillips]

13 hours ago, Shmuel Gerber said:

It seems highly improbable to me that this is what the provision was understood to mean when it was put into the bylaws, and I think it would be ruled out by RONR principle of interpretation #6 in 56:68.

Thanks so much for this cite! It provides help for an issue we have similar to the one in this thread.