Determining a quorum after multiple resignations.

[Weldon Merritt]

38 minutes ago, J. J. said:

Let me give you this analogy.  A question, a main motion, is put at an inquorate meeting.  The question is one that has to adopted at a quorate At that point, enough members come in to make a quorum.  Does that meeting have the authority to adopt that motion?

I think they would. But that's a different issue.

The scenario this thread is addressing involves the acceptable of the resignations of four members of a seven-member board. If a motion to accept those resignations is adopted at an inquorate meeting, that motion is null and void until ratified, and the four resigning members are still members. This, the board quorum remains at four members. If none of the resigning members show up at the later meeting, then it, too, is inquorate, and cannot validly ratify the earlier action.

[J. J.]

10 minutes ago, Weldon Merritt said:

I think they would. But that's a different issue.

The scenario this thread is addressing involves the acceptable of the resignations of four members of a seven-member board. If a motion to accept those resignations is adopted at an inquorate meeting, that motion is null and void until ratified, and the four resigning members are still members. This, the board quorum remains at four members. If none of the resigning members show up at the later meeting, then it, too, is inquorate, and cannot validly ratify the earlier action.

I don't see a difference.  The meeting becomes quorate upon the ratification of the action taken at the previous meeting.  The act of the meeting becoming quorate, and of the accepting of the resignations, is simultaneous.  It, to me, is similar in principle to Question 107 in Parliamentary Law.  

[Atul Kapur]

49 minutes ago, J. J. said:

The act of the meeting becoming quorate, and of the accepting of the resignations, is simultaneous.

No, because the meeting which is inquorate has no power to accept the resignations or to ratify the invalid acceptance. It does not magically become a "real meeting" (viz Pinocchio) just because it deems itself to be one.  

[Dan Honemann]

10 hours ago, J. J. said:

I don't see a difference.  The meeting becomes quorate upon the ratification of the action taken at the previous meeting.  The act of the meeting becoming quorate, and of the accepting of the resignations, is simultaneous.  It, to me, is similar in principle to Question 107 in Parliamentary Law.  

One big difference between General Robert's response in Q&A 107 and this completely erroneous notion that a meeting that lacks a quorum can validly become quorate by ratifying the acceptance of resignations during a previous meeting which lacked a quorum is that General Robert did not make any claim that the procedure that he was suggesting would not be in violation of the rules. He freely acknowledged that a very significant rule would be violated.

[J. J.]

6 hours ago, Daniel H. Honemann said:

One big difference between General Robert's response in Q&A 107 and this completely erroneous notion that a meeting that lacks a quorum can validly become quorate by ratifying the acceptance of resignations during a previous meeting which lacked a quorum is that General Robert did not make any claim that the procedure that he was suggesting would not be in violation of the rules. He freely acknowledged that a very significant rule would be violated.

And is there another solution, assuming that the bylaws give exclusive control on filling vacancies to the board? 

[Gary Novosielski]

On 6/8/2021 at 9:43 AM, J. J. said:

It is no longer inquorate, once ratification occurs.  It would only be an inquorate meeting until that ratification happens.

I will concede, readily, that until ratification, a point of order  will be legitimate. 

And as long as it remains an inquorate meeting, the ratification cannot happen.  So, the ratification cannot happen until after it has already happened.  There is something very 22-ish about that catch.

[J. J.]

44 minutes ago, Gary Novosielski said:

And as long as it remains an inquorate meeting, the ratification cannot happen.  So, the ratification cannot happen until after it has already happened.  There is something very 22-ish about that catch.

As 22-ish as a convention approving a list of its own delegates. 

[Atul Kapur]

Yes, except that the parliamentary authority specifically states and resolves that particular Catch-22 for conventions, in 59:10 (" before a convention can transact any other business, it must officially form itself into a single voting body") and 59:11-13.

There is no such resolution to be found that would allow an inquorate body to "form itself" into a quorate one.

[J. J.]

5 hours ago, Atul Kapur said:

Yes, except that the parliamentary authority specifically states and resolves that particular Catch-22 for conventions, in 59:10 (" before a convention can transact any other business, it must officially form itself into a single voting body") and 59:11-13.

There is no such resolution to be found that would allow an inquorate body to "form itself" into a quorate one.

It is a situation, however, where it does conduct this function in the absence of a quorum.

It still becomes of a question of how the problem is solved.  If the assembly cannot get sufficient members to conduct business, what does it do?  It cannot, technically, even dissolve. 

[Rob Elsman]

12 hours ago, Gary Novosielski said:

So, the ratification cannot happen until after it has already happened.

I can see we're making a lot of progress on this thread.  😂

[Guest Puzzling]

I still think the best (and maybe only) way to resolve this is by a new election by the membership.

Even if the bylaws do not provide for a special meeting of the membership I rather go that way than trying to solve it within the board.

If the bylaws do not provide for special meeting I do think that motions at a quarate special meeting can be ratified. 

At the moment that organisation is in such a pickle that only a membership meeting can resolve it.

[Tim Wynn]

On 6/7/2021 at 11:42 AM, Rob Elsman said:

Ordinarily, a resignation requires acceptance by the electing body, in this case, the general membership assembly.

Of course, under the right conditions (which are quite ordinary themselves), you have this:

"In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." - RONR (12th ed.) 47:57

[J. J.]

You would also have 40:7 through 40:9 that would permit the inquorate meeting too take action to get a quorum, including filling a vacancy. 

[Weldon Merritt]

16 minutes ago, J. J. said:

You would also have 40:7 through 40:9 that would permit the inquorate meeting too take action to get a quorum, including filling a vacancy. 

I doubt "tak[ing] action to get a quorum" legitimately can be stretched to include filling a vacancy. Especially when the vacancy won't exit until the resignations are accepted (which can't be done by an inquorate assembly). Face it; there is no solution to this problem within the rules. If the board proceeds to do it anyway, they may get by with it if no one challenges it. But let's not pretend that they are complying with RONR in doing so.

[J. J.]

1 hour ago, Weldon Merritt said:

I doubt "tak[ing] action to get a quorum" legitimately can be stretched to include filling a vacancy. Especially when the vacancy won't exit until the resignations are accepted (which can't be done by an inquorate assembly). Face it; there is no solution to this problem within the rules. If the board proceeds to do it anyway, they may get by with it if no one challenges it. But let's not pretend that they are complying with RONR in doing so.

It is then a problem with RONR, if that is the case.  

[Guest Puzzling]

6 hours ago, J. J. said:

It is then a problem with RONR, if that is the case.  

Yes and then we (or at least the authors) need to think. about how to solve it.

My suggestions would probably be to radical and unpolished,  but maybe a start:

- regulate that there is always a method available to call a special meetings of the membership. (If the bylaws do not regulate special membership meetings) 

- special meetings of the membership can take over the rule of the board / elect new boardmembers (not overruling the annual meeting but overruling the board, notice and so on need to be given )

 

[Weldon Merritt]

On 6/10/2021 at 6:10 PM, J. J. said:

It is then a problem with RONR, if that is the case.  

Is it? Or is it a problem with the organization's failure to provide for such a possibility?

On 6/11/2021 at 12:59 AM, Guest Puzzling said:

- regulate that there is always a method available to call a special meetings of the membership. (If the bylaws do not regulate special membership meetings)

The organization easily could have included such a provision in its bylaws. It's not the authors' responsibility to anticipate everything that could go wrong.

[Gary Novosielski]

On 6/10/2021 at 12:01 AM, J. J. said:

As 22-ish as a convention approving a list of its own delegates. 

No, that's explicitly authorized in the Work.

[Rob Elsman]

Mr. Merritt raises some very good points; however, I wonder how many societies consider the possibility of malfeasance on the part of a majority of the members of the executive board.  How many even should?

[Weldon Merritt]

5 minutes ago, Rob Elsman said:

Mr. Merritt raises some very good points; however, I wonder how many societies consider the possibility of malfeasance on the part of a majority of the members of the executive board.  How many even should?

I agree that this is a very unusual situation. But if an organization cannot be expected to consider the possibility of such an unusual circumstance, why should the RONR authors be expected to? 

[Dan Honemann]

As far as we know so far, the problem here can be resolved at the next annual membership meeting, and if this is too far off, perhaps a special membership meeting can be called (we don't know as yet whether or not the bylaws provide for such meetings).

[Richard Brown]

10 minutes ago, Weldon Merritt said:

I agree that this is a very unusual situation. But if an organization cannot be expected to consider the possibility of such an unusual circumstance, why should the RONR authors be expected to? 

Weldon, I would respond by saying that while individual organizations usually don't anticipate such a disruptive occurrence, the RONR authorship team is very much aware that this type situation happens rather frequently and that RONR could, and perhaps should, include a provision on how to deal with it.  They do that throughout the book.   I dare say  most of the scenarios covered in RONR are not anticipated in advance by most ordinary societies.

Edited to add:  Having just now read the comments Mr. Honemann posted as I was typing comment, I agree that in this particular case it seems that the membership has the ability to resolve the situation rather quickly either at an upcoming regular meeting or at a special meeting.  That will not always be the case, however, and I still would like to see RONR provide a solution for those entities which cannot so easily resolve the situation with a membership meeting. Sometimes having such a membership meeting is either impossible or highly impractical.

Edited June 13, 2021 at 03:34 PM by Richard Brown
Added last paragraph

[J. J.]

11 hours ago, Weldon Merritt said:

Is it? Or is it a problem with the organization's failure to provide for such a possibility?

The organization easily could have included such a provision in its bylaws. It's not the authors' responsibility to anticipate everything that could go wrong.

RONR actually recommends a fixed quorum and requires that resignations be accepted.  I can understand the latter.

I can see similar situations existing with the sample bylaws in RONR. 

Also, since something similar was reported by General Robert in 1923, I do not agree that things of this nature could not be anticipated.

[Dan Honemann]

19 minutes ago, Richard Brown said:

Weldon, I would respond by saying that while individual organizations usually don't anticipate such a disruptive occurrence, the RONR authorship team is very much aware that this type situation happens rather frequently and that RONR could, and perhaps should, include a provision on how to deal with it.  They do that throughout the book.   I dare say  most of the scenarios covered in RONR are not anticipated in advance by most ordinary societies.

Edited to add:  Having just now read the comments Mr. Honemann posted as I was typing comment, I agree that in this particular case it seems that the membership has the ability to resolve the situation rather quickly either at an upcoming regular meeting or at a special meeting.  That will not always be the case, however, and I still would like to see RONR provide a solution for those entities which cannot so easily resolve the situation with a membership meeting. Sometimes having such a membership meeting is either impossible or highly impractical.

What you are saying is that RONR should have a rule providing what a board can do if a majority of its members refuse to perform their duty to attend board meetings and what the membership can do about it outside of a regular meeting if the bylaws fail to provide for special meetings of the membership.

Got it.

[Guest Puzzling]

2 hours ago, Daniel H. Honemann said:

What you are saying is that RONR should have a rule providing what a board can do if a majority of its members refuse to perform their duty to attend board meetings and what the membership can do about it outside of a regular meeting if the bylaws fail to provide for special meetings of the membership.

Got it.

I would prefer a more broader approach,  just that there can behold special meetings of the membership if the bylaws fail to regulate them.  (So not only in the very specific case a non functioning board)

And that membership meetings can take over the duties of the board maybecwith some  boundaries.

I do agree that there should be a lot of  regulations around it (maybe like  this kind  special meetings can only be held if the membership meets less than once in  the 3 months, the request needs to be supported by  at least a quorum of membership, who has to or can call the meeting and all that)

The longer I think about it the longer theist becomes