Can quorum be waived?

[Guest Janis]

A school board I work with is negotiating union contracts and need to finalize.  They are having trouble getting quorum (need to move on this now). Their policy, which trumps their parliamentary authority (RONR), says they need quorum and RONR also says quorum is needed (7 member board).  Can they waive quorum temporarily?  Alternatively, it's a small community and some board members don't sit on the negotiating committee because they have personal connections (e.g. spouse) that belongs to the union (viewed as conflict of interest).  Could the rest of the board agree to allow them to vote?  Is there another option?

Thanks

[Richard Brown]

No and no.

The quorum requirement cannot be waived and non-members (whether of a committee, board or general membership) cannot be permitted to vote.  See sections 25:9 and 25:10 of RONR (12th ed.).

Edited August 5, 2021 at 04:25 PM by Richard Brown
Added citation to RONR

[Guest Janis]

Thanks Richard, much appreciated.   A follow-up, if I may... if their policy says that the ad hoc negotiating committee needs quorum but the actual contract agreement will still go to the full board where quorum will vote on it, can there be a motion to suspend the rule for quorum on the ad hoc committee only?  Could this motion be done first by electronic vote and then when the full board is able to meet again later, they approve the electronic vote prior to the vote on the contract?

[Guest Janis]

21 minutes ago, Richard Brown said:

No and no.

The quorum requirement cannot be waived and non-members (whether of a committee, board or general membership) cannot be permitted to vote.  See sections 25:9 and 25:10 of RONR (12th ed.).

Thanks Richard, a follow-up, if I may.  If the policy says this board needs quorum on the ad hoc negotiating committee but the full board (with quorum) will approve the union contract, can the board make a motion to suspend the rules for the quorum requirement for the ad hoc committee?  Could that motion to suspend happen by email vote and then prior to the full board approving the contract, they make a motion to approve the earlier email vote on suspending the need for quorum for the ad hoc committee?

[Atul Kapur]

Quorum requirements cannot be waived.

Not in a board. Not in a committee. Not in a train. Not in a plane. Not even if you have Green Eggs and Ham. Unless the bylaws say they can be waived, and you tell us yours don't.

If your bylaws or superior rules say that some members cannot vote because of a conflict of interest, then they should also say how those conflicted members affect the quorum.

Edited August 5, 2021 at 05:09 PM by Atul Kapur

[Guest Zev]

Question:

Do the bylaws or rules of the school board specifically state that individuals that have family members as members of other organizations they have dealings with cannot vote on those motions because the existence of the family connection is defined as a conflict of interest? If the answer is no then why would I think such a thing is a conflict of interest that prevents me from voting?

[Guest Puzzling]

Quorum has nothing to do with if the (board) members vote or not.

Even in a board of 7 members where 6 members,for reasons mentioned in the bylaws, may not vote as long as there are 4 members present there is a quorum (assuming the quorum is a majority of the membership of the board).

For the negotiating committee how many (commitee) members does it have? Under RONR a majority of that number is a quorum, so if the negotiating committee has only 3 members,  the quorum for this committee is 2.

[Josh Martin]

20 hours ago, Guest Janis said:

Can they waive quorum temporarily?

No.

20 hours ago, Guest Janis said:

Alternatively, it's a small community and some board members don't sit on the negotiating committee because they have personal connections (e.g. spouse) that belongs to the union (viewed as conflict of interest).  Could the rest of the board agree to allow them to vote?  Is there another option?

Unless the organization's bylaws or applicable law provide otherwise (which may well be the case), members of the committee have the right to vote at committee meetings and members of the board have the right to vote at board meetings whether or not the board allows it. Persons who are not members of the committee cannot vote in committee meetings and persons who are not members of the board cannot vote at board meetings. Persons who are not members of the committee also do not count toward a quorum, and persons who are not members of the committee cannot vote at committee meetings. If there are rules in the organization's bylaws or applicable law on this matter, you'd have to refer to those rules to answer this question.

Members don't have to vote in order to count toward the presence of a quorum, they just have to be in the room. But they do have to be a member of the committee (or board) which is meeting.

20 hours ago, Guest Janis said:

A follow-up, if I may... if their policy says that the ad hoc negotiating committee needs quorum but the actual contract agreement will still go to the full board where quorum will vote on it, can there be a motion to suspend the rule for quorum on the ad hoc committee only? 

No, but the board could adopt a rule providing for a different (lower) quorum for the committee. The board decides what quorum is for its committees. Since this is an ad hoc (special) committee, item "b" in the text below is applicable.

"In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws." RONR (12th ed.) 40:5

I also concur with Guest Puzzling that even the default quorum for a committee is a majority of the members of the committee (not a majority of the board). So it's not clear how the fact that "some board members don't sit on the negotiating committee because they have personal connections" affects the committee's ability to obtain a quorum. If they're not members of the committee, their presence or absence doesn't matter for determining whether a quorum is present at a committee meeting.

20 hours ago, Guest Janis said:

Could this motion be done first by electronic vote and then when the full board is able to meet again later, they approve the electronic vote prior to the vote on the contract?

Electronic voting at the board level is permitted only if authorized by the organization's bylaws or applicable law. A lower-level rule would be sufficient to authorize electronic voting for an ad hoc (special) committee.

Finally, I would say that since this is a school board, it would be advisable to seek legal counsel on these matters as well, since it is highly likely there are rules in applicable law on some or all of these subjects.

Edited August 6, 2021 at 12:45 PM by Josh Martin

[Richard Brown]

13 hours ago, Guest Puzzling said:

Quorum has nothing to do with if the (board) members vote or not.

That’s not true. If there is not a quorum present, then any vote by the members will be invalid. There may or may not be other factors which either prevent members from voting (such as a state law requiring recusal) or  a rule such as the one in RONR which provides that they should abstain from voting, but if a quorum is not present, any vote taken will be invalid.

[Richard Brown]

22 hours ago, Guest Janis said:

A follow-up, if I may... if their policy says that the ad hoc negotiating committee needs quorum but the actual contract agreement will still go to the full board where quorum will vote on it, can there be a motion to suspend the rule for quorum on the ad hoc committee only?  

No. But you do appear to have at least a couple of options.

First, as Josh Martin suggested, the board can possibly adopt a motion reducing the quorum requirement for the negotiating committee. 

Second, the board itself can most likely discharge the committee from further consideration of this particular contract and take over the negotiations itself. See section 36 of RONR (12th ed.) regarding discharge of a committee.

There is still a third option: the board can probably reduce the size of the committee or replace some committee members with others who do not have any purported conflicts and who will be able to meet.

There is still one other aspect of this which we have not yet discussed, and that is whether the school board is a private school board or a public school board. If it is a public school board, it is almost certainly subject to all of the state’s  open meetings laws, sometimes referred to as sunshine laws, and also quite likely subject to state laws on ethics and recusals involving conflicts of interest.
 

[Dan Honemann]

2 hours ago, Richard Brown said:

That’s not true. If there is not a quorum present, then any vote by the members will be invalid. There may or may not be other factors which either prevent members from voting (such as a state law requiring recusal) or  a rule such as the one in RONR which provides that they should abstain from voting, but if a quorum is not present, any vote taken will be invalid.

Then how can they vote to take a recess (etc.)?

[Richard Brown]

6 minutes ago, Daniel H. Honemann said:

Then how can they vote to take a recess (etc.)?

Because that’s one of the four things that they are permitted to do in the absence of a quorum per RONR. Forgive me for not quoting the entire section!  😊

Speaking from memory here and not looking at the book, four things are permitted in the absence of a quorum: Recess, adjourn, take measures to obtain a quorum, and fix the time to which to adjourn.  

I don’t think any of those are really at issue here, but that’s the rule, although certain subsidiary and incidental motions and questions of privilege, etc., that are related to those four motions or to the conduct of the meeting while it remains without a quorum are also in order.

if Guest Janis and Guest Puzzling want to know more about what can and cannot be done in the absence of a quorum, I suggest they read sections 40:6 through 46:10 of RONR (12th Ed.).   Section 40, consisting of six pages, deals with quorum generally, but the cited subsections deal with proceedings in the absence of a quorum.
 

 

[Gary Novosielski]

7 hours ago, Richard Brown said:

There is still a third option: the board can probably reduce the size of the committee or replace some committee members with others who do not have any purported conflicts and who will be able to meet.

Wait.  What are conflicted members who are barred from voting on the contract doing on the negotiating committee to begin with? If there are rules on conflict of interest (which is highly likely in a public body) surely they would prohibit being involved in negotiations.