What is "substantive business"?

[rbk]

Our organization's bylaws require a quorum for elections. Our bylaws do not explicitly require a quorum to conduct any other business. RONR says that a quorum is needed to conduct "substantive business." What is the definition of substantive business?

[Shmuel Gerber]

On 9/12/2022 at 10:54 PM, rbk said:

Our organization's bylaws require a quorum for elections. Our bylaws do not explicitly require a quorum to conduct any other business. RONR says that a quorum is needed to conduct "substantive business." What is the definition of substantive business?

I think you are quoting from the FAQ or from RONR In Brief, which says, "When no quorum is present the meeting can do only a very limited number of things, such as set the time and place for another meeting. Any substantive action taken in the absence of a quorum is invalid."

RONR 12th edition says, "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. …

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." (40:6-7)

[rbk]

On 9/12/2022 at 11:13 PM, Shmuel Gerber said:

I think you are quoting from the FAQ or from RONR In Brief, which says, "When no quorum is present the meeting can do only a very limited number of things, such as set the time and place for another meeting. Any substantive action taken in the absence of a quorum is invalid."

RONR 12th edition says, "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. …

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." (40:6-7)

Did your reply provide a complete list of the substantive actions that could be taken in the absence of a quorum?

Edited September 13, 2022 at 04:44 AM by rbk

[Atul Kapur]

That's it. What else did you have in mind?

[Shmuel Gerber]

On 9/12/2022 at 11:25 PM, rbk said:

Did your reply provide a complete list of the substantive actions that could be taken in the absence of a quorum?

No, because there are no substantive actions that can be taken in the absence of a quorum. 🙂

But there's a book that actually contains all the rules of the book that contains the rules; you can see where to get it here: https://robertsrules.com/purchase/

[Gary Novosielski]

On 9/12/2022 at 11:25 PM, rbk said:

Did your reply provide a complete list of the substantive actions that could be taken in the absence of a quorum?

Those actions are specifically identified as not substantive.

[rbk]

On 9/13/2022 at 12:29 AM, Gary Novosielski said:

Those actions are specifically identified as not substantive.

Sorry about my gaffe. Thanks for catching it.

[rbk]

On 9/12/2022 at 11:38 PM, Shmuel Gerber said:

No, because there are no substantive actions that can be taken in the absence of a quorum. 🙂

Apologies for my gaffe.

[rbk]

On 9/12/2022 at 11:29 PM, Atul Kapur said:

That's it. What else did you have in mind?

My organization's bylaws require prospective members to present an initial application at a regular meeting and a final application, immediately followed by a membership vote, at the next regular meeting. It seems to me that the initial application is substantive business that would require a quorum, but I wonder if anyone could reasonably argue otherwise.

[Josh Martin]

On 9/13/2022 at 12:17 AM, rbk said:

My organization's bylaws require prospective members to present an initial application at a regular meeting and a final application, immediately followed by a membership vote, at the next regular meeting. It seems to me that the initial application is substantive business that would require a quorum, but I wonder if anyone could reasonably argue otherwise.

Approving new members certainly requires a quorum. There is no reasonable argument otherwise, unless there is something in your organization's bylaws which would suggest otherwise. There is certainly nothing in RONR which would support an argument that the society may vote to admit new members in the absence of a quorum.

Edited September 13, 2022 at 10:39 AM by Josh Martin

[rbk]

On 9/12/2022 at 11:38 PM, Shmuel Gerber said:

But there's a book that actually contains all the rules of the book that contains the rules; you can see where to get it here: https://robertsrules.com/purchase/

It's a great book. I highly recommend it, even though I haven't read it all (as you apparently surmised). I wish I had an autographed copy of it.