Proxy counted toward quorum

[Tomm]

I don't suspect you'll answer this because RONR doesn't support proxy voting, but as an opinion; If a meeting can't get enough members to physically attend to acquire a quorum, would members who do show-up with enough proxies to constitute a quorum satisfy the quorum requirement?   

[Weldon Merritt]

Your suspicion is correct (at least as far as any response from me). All details regarding use of proxies, including whether they can count toward the quorum, need to be in the rules authorizing them.

[Bruce Lages]

In addition to the details regarding the use of proxies, your rules would also have to provide their own definition of a quorum, since according to RONR, to the dictionary, and, for a current example, the Texas House of Representatives, a quorum is defined as the number of members who must be physically present at a meeting in order to conduct substantive business.

[Richard Brown]

I agree with Mr. Merritt and Mr. Lages and will go a step further. Although the use of proxies, if they are permitted, must be based on your own rules or state law, most bylaws which permit the use of proxies do contain a provision that in order to constitute a quorum, the required number of members must be present either in person or represented by proxy.

so, in most (or at least a great many) of the instances in which proxies are permitted, they do count towards a quorum. again, though, that is a provision which must be in your own rules or controlling law. I have seen organizations that permit  a member to be represented by a proxy at only a certain number of meetings, such as at every other meeting. One set of bylaws which I particularly remember provided that in order to be represented by proxy, a member must have attended the previous meeting in person.

This is something that can vary from one organization to another.

[Tomm]

6 minutes ago, Richard Brown said:

I agree with Mr. Merritt and Mr. Lages and will go a step further. Although the use of proxies, if they are permitted, must be based on your own rules or state law, most bylaws which permit the use of proxies do contain a provision that in order to constitute a quorum, the required number of members must be present either in person or represented by proxy.

The current bylaws state:

SECTION 3: MEMBERSHIP QUORUM
A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting. (emphases added)

Would I be correct that the verbiage "or represented" would mean that representation by a proxy would count towards the quorum? 

 

[Richard Brown]

4 minutes ago, Tomm said:

Would I be correct that the verbiage "or represented" would mean that representation by a proxy would count towards the quorum? 

I think probably so, however, we have still not seen the language which specifically authorizes the use of proxies. The bylaws must be considered as a whole and looking at just one provision is often not sufficient. What do your bylaws say about the use of proxies?

[Tomm]

Article of Incorporation states the following:
Article XIII
The Members of the Corporation shall be provided with the opportunity to vote by proxy in:

a. Amending the Articles of Incorporation

b. Members amending the Bylaws of the Corporation

c. The election of Directors*

d. Any other matter requiring an act of the members

*If the Bylaws provide for voting by mail in the election of Directors, the above-stated Proxy vote will not apply to the election of Directors.

[Richard Brown]

Given this additional information, I would agree that members who are represented by a proxy are considered as being present for quorum purposes. 

However, it is ultimately up to your members to interpret their own bylaw provisions.
 

Edited August 16, 2021 at 03:13 AM by Richard Brown
Added last paragraph

[Gary Novosielski]

15 hours ago, Tomm said:

Article of Incorporation states the following:
Article XIII
The Members of the Corporation shall be provided with the opportunity to vote by proxy in:

a. Amending the Articles of Incorporation

b. Members amending the Bylaws of the Corporation

c. The election of Directors*

d. Any other matter requiring an act of the members

*If the Bylaws provide for voting by mail in the election of Directors, the above-stated Proxy vote will not apply to the election of Directors.

Since this additional information does not refer to "quorum" or define "represented", it doesn't help me to interpret the quorum requirement.   In any case, only the organization itself can properly interpret its own bylaws.

[Richard Brown]

19 minutes ago, Gary Novosielski said:

Since this additional information does not refer to "quorum" or define "represented", it doesn't help me to interpret the quorum requirement. . . .

True, but the OP also quoted this provision from the bylaws:

16 hours ago, Tomm said:

The current bylaws state:

SECTION 3: MEMBERSHIP QUORUM
A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting. (emphases added)

Would I be correct that the verbiage "or represented" would mean that representation by a proxy would count towards the quorum? 

 

When taking the two sections together, it seems clear to me that (1) proxies are permitted and (2) a quorum can be  made up of members who are present or represented by proxy.  I think the clear meaning is that a member is considered present if he is represented by a proxy.  I do, agree, as I have from the start, that it is up to the organization itself to interpret its own bylaws and rules.

Edited August 16, 2021 at 07:31 PM by Richard Brown
Edited first sentence slightly

[Gary Novosielski]

1 minute ago, Richard Brown said:

True, but the OP also quoted this provision from the bylaws:

When taking the two sections together, it seems clear to me that (1) proxies are permitted and (2) a quorum can be  made up of members who are present or "represented".  I think the clear meaning is that a member is considered present if he is represented by a proxy.  I do, agree, as I have from the start, that it is up to the organization itself to interpret its own bylaws and rules.

I'm not saying your interpretation is unreasonable.  But I don't think the second citation adds or subtracts anything.  The argument could have been made as persuasively without it.  I'm uncomfortable with using the undefined term "represented" when I've so often seen it followed by the words "by proxy" if that's what was meant.  I think that it's a corollary to the rule that when something is included in the bylaws it must be assumed to have been done for a reason.  If something is omitted in the bylaws, should we not assume that it was omitted for a reason?  

I may just be feeling picky today, but as I say, your interpretation is reasonable, and if argued in debate would probably carry the day.  It's always tricky to rule on whether a quorum is present when there is a possibility that it's not.  But then, that's the only time such a point is ever raised. All the more reason for impeccably unambiguous bylaws, at least as an unachievable Platonic goal.

[Richard Brown]

3 minutes ago, Gary Novosielski said:

I'm uncomfortable with using the undefined term "represented" when I've so often seen it followed by the words "by proxy" if that's what was meant. 

In what way, other than being represented by a proxy, could an absent member be considered present?  I agree that the phrase is usually "in person or represented by proxy", but I don't think there is any other reasonable interpretation, when considering both bylaw provisions together, than that the word "represented" means "represented by proxy".

Now, on the off-chance (very off chance!!!) that there is a provision somewhere else in the bylaws that says a member can be represented for attendance and purposes by his or her spouse, then I agree the situation would be different.  But, I'll make my usual bet of a steak dinner at Ruth's Chris Steak House (or a steak house of your choosing) that the bylaws do not contain such a provision.

[Gary Novosielski]

2 minutes ago, Richard Brown said:

In what way, other than being represented by a proxy, could an absent member be considered present?  I agree that the phrase is usually "in person or represented by proxy", but I don't think there is any other reasonable interpretation, when considering both bylaw provisions together, than that the word "represented" means "represented by proxy".

Now, on the off-chance (very off chance!!!) that there is a provision somewhere else in the bylaws that says a member can be represented for attendance and purposes by his or her spouse, then I agree the situation would be different.  But, I'll make my usual bet of a steak dinner at Ruth's Chris Steak House (or a steak house of your choosing) that the bylaws do not contain such a provision.

But that argument could have been made based only on the quorum article.  My contention is that, given that proxies are in use, there is nothing in the authorizing language that moves the needle in either direction.

[Tomm]

2 hours ago, Richard Brown said:

Now, on the off-chance (very off chance!!!) that there is a provision somewhere else in the bylaws that says a member can be represented for attendance and purposes by his or her spouse, then I agree the situation would be different.  But, I'll make my usual bet of a steak dinner at Ruth's Chris Steak House (or a steak house of your choosing) that the bylaws do not contain such a provision.

For the sake of keeping you guys honest, NO, there are no provisions for a spouse to represent a member!!!

Medium rare would be nice!