Diminishing Membership.....

[anthonyc76]

Our group numbers have diminished over the years and we're now at a point where another member has resigned, to the point where we cannot meet quorum (per our by-laws). We have been conducting things as usual with majority rule with the members who still want to be active. Is there something covered in Roberts's Rule that explains what to do once this occurs?

[J. J.]

The closest is found in Question 107 in Gen. Robert's work Parliamentary Law.  https://archive.org/details/parliamentarylaw00robe/page/452/mode/2up  Page 452.  

[anthonyc76]

thank you. we just want to make sure we are doing the right thing. I've read that non-profits just need 3 members to start/run...we have fewer active members now than what quorum is set for in the by-laws....

[Atul Kapur]

@J. J. has guided you to the answer General Robert gave.

There is nothing in RONR about 3 members. There may be a law that applies to your organization (for example, if you are incorporated) and, if so, you should refer to it.

[Josh Martin]

On 12/12/2023 at 3:08 PM, anthonyc76 said:

Our group numbers have diminished over the years and we're now at a point where another member has resigned, to the point where we cannot meet quorum (per our by-laws). We have been conducting things as usual with majority rule with the members who still want to be active. Is there something covered in Roberts's Rule that explains what to do once this occurs?

Could you clarify exactly what your bylaws provide concerning quorum and what the issue is? Do your bylaws, for example, provide a fixed number for quorum, and you don't even have that many members anymore? Or is the issue that you have members who just don't show up?

RONR provides one potential solution for the former problem. If every member of the society shows up, then the assembly can suspend the rules pertaining to the quorum. Probably the first thing you'd want to do is to amend the bylaws to reduce the quorum.

For the latter problem, RONR does not provide a solution (besides trying harder to get a quorum). As J.J. notes, General Robert discusses a potential solution in Parliamentary Law. There may also be solutions in state law. If you expect that some members may be litigious, it may be advisable to consult an attorney before moving forward.

On 12/12/2023 at 7:12 PM, anthonyc76 said:

I've read that non-profits just need 3 members to start/run...

This appears to relate to something in state law relating to certain types of organizations. I have no idea whether this is correct. You'll need to refer to the law in question.

[anthonyc76]

yes, there was originally a set number for quorum but over time we've had membership leave.....we didn't account for this in the bylaws.

[Rob Elsman]

No, there is nothing. It is the responsibility of the society to adopt rules that avoid such black holes, and nothing in parliamentary law protects a society from itself.

[Gary Novosielski]

On 12/15/2023 at 2:17 PM, anthonyc76 said:

yes, there was originally a set number for quorum but over time we've had membership leave.....we didn't account for this in the bylaws.

The fact that this is not an uncommon mistake may provide some comfort, cold though that comfort may be.

[Josh Martin]

On 12/15/2023 at 1:17 PM, anthonyc76 said:

yes, there was originally a set number for quorum but over time we've had membership leave.....we didn't account for this in the bylaws.

An exact quote would be helpful, but assuming this is a correct summary, a solution to this problem is:

• Have every member of the society that is left show up to a meeting
• Suspend the rules pertaining to quorum (which can be done in only the circumstance that every member is present)
• As soon as possible, amend the bylaws to a quorum which is more reasonable for the society's reduced membership