Enough members are not available to hold a quarum to change our by laws

[Guest mkerv66]

We lost some members through attrition and now we can't get enough members to a meeting to adjust our bylaws for the new lower number of members. How are we supposed to change this if we don't have a quorum to change them?

[Shmuel Gerber]

On 6/12/2023 at 7:24 PM, Guest mkerv66 said:

We lost some members through attrition and now we can't get enough members to a meeting to adjust our bylaws for the new lower number of members. How are we supposed to change this if we don't have a quorum to change them?

If the reason you can't obtain a quorum is that the quorum is higher than the total number of remaining members, then if you can get every remaining member to attend a meeting, the rules can be suspended in order to conduct business without a quorum and amend the bylaws.

If the reason you can't obtain a quorum is that not enough of the remaining members are interested in attending, then try harder to get them to attend. 🙂

Edited June 13, 2023 at 04:43 PM by Shmuel Gerber
Insufficient words to obtain a quorum

[Rob Elsman]

On 6/12/2023 at 7:23 PM, Shmuel Gerber said:

If the reason you can't a quorum is that the quorum is higher than the total number of remaining members, then if you can get every remaining member to attend a meeting, the rules can be suspended in order to conduct business without a quorum and amend the bylaws.

Is there something defective about this sentence?

[Shmuel Gerber]

On 6/13/2023 at 12:35 PM, Rob Elsman said:

Is there something defective about this sentence?

There is definitely at least one thing defective about that sentence. 🙂

For starters, it should say, "If the reason you can't obtain a quorum ..." 

[Rob Elsman]

Thank you, Mr. Gerber.

[Gary Novosielski]

On 6/13/2023 at 12:35 PM, Rob Elsman said:

Is there something defective about this sentence?

Maybe, but then again I have never been able to a quorum, so there's that.

[Shmuel Gerber]

On 6/13/2023 at 2:26 PM, Gary Novosielski said:

Maybe, but then again I have never been able to a quorum, so there's that.

I hope it's not because you don't have enough remaining members.

[Drake Savory]

On 6/12/2023 at 6:23 PM, Shmuel Gerber said:

If the reason you can't obtain a quorum is that the quorum is higher than the total number of remaining members, then if you can get every remaining member to attend a meeting, the rules can be suspended in order to conduct business without a quorum and amend the bylaws.

Didn't we have a long thread in the Advanced section of the forum where almost everyone agreed you can't take action without a quorum other than actions to obtain a quorum which due to reality are going to fail.

Here it is: https://robertsrules.forumflash.com/topic/39642-vacancies-blocking-quorum/

Although in that one the problem dealt with members not showing up.  Are you claiming that if the problem is lack of members (e.g. quorum is 30 members but there are only 23 members and there must be a quorum to accept new members) then the rules of quorum do not apply?  As Rob Elsman said in that thread

Quote

This is just another round of the discussion of the "black hole" that arises in an organization when the rules are written in such a way that circumstances of varying kinds make it impossible to obtain a quorum.  It is possible to conjure up any number of factual situations, some more complex than others, but the principle is the same:  for business to be validly transacted, a quorum must be present in the one room or area

 

Edited June 16, 2023 at 12:07 PM by Drake Savory

[Rob Elsman]

The "black hole" problem about which I have been quoted can be avoided by more carefully drafting and adopting the relevant bylaw.  That being the case, I am less comfortable than Mr. Gerber seems to be in applying parliamentary law to solve the problem by setting aside what the society had once judged to be advisable and fundamental.

Within the confines of applicable civil law, a society has the right to fix the quorum requirement as a fundamental term of association for the transaction of business.  It even has the right to fix the quorum requirement inadvisably and unwisely.  I am inclined to respect that right, even in cases where the society exercised its right in a way that I may think is inadvisable or unwise.

As I have previously opined on this forum, the answer seems to me to lie more in the realm of civil law than parliamentary procedure. 

[Shmuel Gerber]

On 6/16/2023 at 8:05 AM, Drake Savory said:

Are you claiming that if the problem is lack of members (e.g. quorum is 30 members but there are only 23 members and there must be a quorum to accept new members) then the rules of quorum do not apply? 

No, but I am claiming that in such a situation the quorum requirement may be suspended, by a two-thirds vote, if every member is present.

The rule requiring a quorum to be present in order for an assembly to transact business is in the nature of a rule of order. The relevant rule about suspending the quorum requirement is stated in 25:10:      "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.*

"*An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present."

[Gary Novosielski]

On 6/16/2023 at 8:05 AM, Drake Savory said:

Are you claiming that if the problem is lack of members (e.g. quorum is 30 members but there are only 23 members and there must be a quorum to accept new members) then the rules of quorum do not apply?

I don't think anyone said anything remotely approaching that.

What was said was that if the quorum was impossible to meet, and if every member of the organization was in attendance, then the rule, though still in effect, would become suspensible.  But it would still take a 2/3 vote to suspend it.  And one of the first items of business should be to get to work fixing the quorum requirement.