Quorum considering non voting proxies

[Guest CraigD]

To establish quorum we need 50  present (members + proxies), and we have 30 members and 20 proxies present.    A motion is raised that requires 2/3's of the members present (30) to pass the motion.  So with this specific motion we only have 30 voting members present, so we actually don't have a quorum of voting members, only a quorum of voting members plus proxies (but the proxies can't vote on this motion).

The question is do we have to have a quorum of voting members to vote on this motion?

Drastic case to prove our issue.  It takes 50 members for a quorum, and we have (1) member and (49) proxies present, so we have quorum for the meeting.  So a special motion requiring 2/3s of the members is made, thus the (1) voting member could vote and 2/3s of voting members is achieved.

It seems as if we need to temporarily set quorum at the number of voting members for a special motion until the motion is complete.

[Dan Honemann]

FAQ #10:

A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]

[Gary Novosielski]

On 1/8/2024 at 1:05 AM, Guest CraigD said:

The question is do we have to have a quorum of voting members to vote on this motion?

RONR prohibits proxies to the maximum extent permitted by applicable law.  So any rules related to proxies will have to be found in your own rules, or in such laws or regulations as may apply to societies of your type, if any.  They won't be found in RONR.

 

On 1/8/2024 at 1:05 AM, Guest CraigD said:

It seems as if we need to temporarily set quorum at the number of voting members for a special motion until the motion is complete.

There is no such thing as "temporarily" setting the quorum to a lower level than that specified in the bylaws.  It would require a bylaws amendment.

[Atul Kapur]

Quorum refers to the number present, not the number voting. So you appear to have answered your own question

On 1/8/2024 at 1:05 AM, Guest CraigD said:

To establish quorum we need 50  present (members + proxies)

and

On 1/8/2024 at 1:05 AM, Guest CraigD said:

A motion is raised that requires 2/3's of the members present (30) to pass the motion. 

If your rules say that the proxies count as being "present" then that definition of present should be the same in both quotes above.

So if you need ⅔ of those present (which must be a rule of your organization as there's nothing in RONR with such a high requirement) then that is what you need. If only 30 are able to cast a vote, then you need all of them to vote in favour. If fewer than 30 are able to cast a vote (say 27 in-person and 23 proxies) then there is no way that the motion requiring ⅔ of those present can be adopted. You do not "set aside" your quorum requirement.

Note that this response makes assumptions around your rules on proxies, based on what you've told us.