Quorums and Constitutional Amendments

[Guest T. Linzey]

This is my first year serving as parliamentarian and my organization is revising our by-laws. I am seeking guidance. These are the current articles on meetings, quorums and amendments that I am looking to clarify/revise. I am specifically looking for clarification on Article V section 3 and Article VI

Article V Meetings and Quorums

Section 1 – The President may call additional meetings of the General Board at such times as
may be deemed appropriate.
Section 2 – At any General Board or special meeting, at least one-half of the voting
members of the General Board shall constitute a quorum.
Section 3 – At a publicized general meeting of the membership a quorum shall be those members present.
1. At any General Board or special meeting to conduct business, five percent (5%) of the
general membership shall constitute a quorum.

Article VI Amendments

This Constitution may be amended at any general meeting of the Membership, or by ballot by a
two-thirds vote, provided:
1. The General Board approved the proposed amendment with majority vote, where quorum is
present.
2. The proposed amendment was submitted in writing to the general membership thirty days prior to voting.

Questions:

1. Does Article V Section 3 need sub point one? Is there an instance where you would have a membership meeting where it is necessary to establish quorum, yet you would not be conducting business?

2. In Article VI section 1: Does a vote to amend the constitution require 2/3 of the 5% membership quorum (from Article V: Sec 3:1) or 2/3 of the general membership (Article VI)? Are the members voting required to be at the meeting where the amendment was discussed to be eligible to vote (by ballot or otherwise)?

3. Are there suggestions on how Article V: Sec 3 and the first part of Article VI should be written for clarity. 

Thank you for your help.

 

[Shmuel Gerber]

On 2/8/2024 at 11:53 AM, Guest T. Linzey said:

Section 3 – At a publicized general meeting of the membership a quorum shall be those members present.
1. At any General Board or special meeting to conduct business, five percent (5%) of the
general membership shall constitute a quorum.

Are you sure that you have quoted exactly what it says? Without some further context it's difficult to understand what this is intended to mean. 

[T. Linzey]

On 2/8/2024 at 12:04 PM, Shmuel Gerber said:

Are you sure that you have quoted exactly what it says? Without some further context it's difficult to understand what this is intended to mean. 

That is how the constitution is written. I do not know the original writers of the document. I think that they were simply trying to establish quorum for membership meetings. I am confused by sections 3. and 3:1. I don't understand why the text differentiates between "general meeting of the membership" and a "meeting to conduct business." Since I thought all decisions, save determining another time and meeting place, were a form of business. Am I missing some purpose for general meetings where you would need to define quorum but no business is expected to take place?

I was planning on replacing Section 3 with the following:

Section 3 – At a publicized general meeting of the membership, five percent (5%) of the general membership shall constitute a quorum.

[Michael Seebeck]

On 2/8/2024 at 10:53 AM, Guest T. Linzey said:

This is my first year serving as parliamentarian and my organization is revising our by-laws. I am seeking guidance. These are the current articles on meetings, quorums and amendments that I am looking to clarify/revise. I am specifically looking for clarification on Article V section 3 and Article VI

Article V Meetings and Quorums

Section 1 – The President may call additional meetings of the General Board at such times as
may be deemed appropriate.
Section 2 – At any General Board or special meeting, at least one-half of the voting
members of the General Board shall constitute a quorum.
Section 3 – At a publicized general meeting of the membership a quorum shall be those members present.
1. At any General Board or special meeting to conduct business, five percent (5%) of the
general membership shall constitute a quorum.

Article VI Amendments

This Constitution may be amended at any general meeting of the Membership, or by ballot by a
two-thirds vote, provided:
1. The General Board approved the proposed amendment with majority vote, where quorum is
present.
2. The proposed amendment was submitted in writing to the general membership thirty days prior to voting.

Questions:

1. Does Article V Section 3 need sub point one? Is there an instance where you would have a membership meeting where it is necessary to establish quorum, yet you would not be conducting business?

2. In Article VI section 1: Does a vote to amend the constitution require 2/3 of the 5% membership quorum (from Article V: Sec 3:1) or 2/3 of the general membership (Article VI)? Are the members voting required to be at the meeting where the amendment was discussed to be eligible to vote (by ballot or otherwise)?

3. Are there suggestions on how Article V: Sec 3 and the first part of Article VI should be written for clarity. 

Thank you for your help.

 

Oof.  That's a tangle.

Your suggested rewrite of A5S3 is a lot cleaner, but make sure you define in the Bylaws what each type of meeting is to avoid confusion, too--what's a General Board meeting, what's a special meeting, etc.

To answer the questions:

1. If you rewrite is as you suggest, no, it doesn't need that subpoint.  A quorum usually is not needed for a meeting where no business is conducted. (tongue-in-cheek, quorum for the potluck?)

2. It is 2/3 of those present and voting. RONR 1:7.  That means 2/3 of those present and voting Aye or Nay; abstentions don't count towards the 2/3.

3. What you suggested is fine, but it if you want a separate quorum level for the General Board, you should state it.  If you're fine with a default majority quorum as in RONR 3:3, then you don't need to state it, but in general it's better to state it than not for simple clarity.