Unusual Quorum Requirement

[Guest Dennis53]

The last sentence of the bylaw section concerning Voting Members does not make sense to me.

"A quorum shall consist of two-thirds (2/3) majority vote."

Is there an explanation that I'm not seeing or has this sentence been changed over the years as the by-laws have been amended?

Dennis

ARTICLE V – VOTING MEMBERS
Voting members shall consist of members present at the Annual Meeting whose dues are fully
paid and are in good standing. No member may vote by proxy. A quorum shall consist of two-thirds
(2/3) majority vote.

[Gary Novosielski]

The only explanation is that nobody bothered to do anything about it.  You are correct that it makes no sense.

 

[Josh Martin]

On 3/29/2024 at 6:23 PM, Guest Dennis53 said:

Is there an explanation that I'm not seeing or has this sentence been changed over the years as the by-laws have been amended?

I can't imagine an explanation for this, other than the drafters being confused or not thinking it through. I agree that it makes no sense. The quorum requirement and the voting requirement are two different things.

If the sentence is intended to refer to the quorum requirement, it should instead say something like "A quorum shall consist of two-thirds of the Society's members." (I might also suggest that 2/3 is an unusually high quorum, especially for a meeting of the membership, so perhaps it should also be reduced to a lower number.)

[Gary Novosielski]

It occurs to me that an entire sentence or sentences might have been deleted by accident while editing the document.  Are there copies of earlier versions available?  

[Richard Brown]

I agree that the provision makes no sense as currently written.  I tend to agree with Mr. Novisienski that part of the provision may have been inadvertently omitted somewhere along the way.  It is, unfortunately, up to the members of your organization to interpret (and hopefully amend) that provision. 

[Gary Novosielski]

Thank you Mr. Bworn.

[Guest Dennis53]

Yes, there are 2 earlier versions available, but they both read the same way.

I wonder, instead of sentences being deleted, if that last sentence may have been added by mistake. It seems a bit odd to me to talk about a quorum in a section about qualifications of voting members, and "No member may vote by proxy" seems to be a good sentence to end the section.

Thank you all for your comments, this forum is a real gem.

 

[Josh Martin]

On 3/31/2024 at 5:25 AM, Guest Dennis53 said:

Yes, there are 2 earlier versions available, but they both read the same way.

I wonder, instead of sentences being deleted, if that last sentence may have been added by mistake. It seems a bit odd to me to talk about a quorum in a section about qualifications of voting members, and "No member may vote by proxy" seems to be a good sentence to end the section.

Thank you all for your comments, this forum is a real gem.

Certainly the organization could, if it wishes, amend the bylaws to simply delete the sentence in its entirety. If this is done, the quorum requirement will then be a majority of the members of the society, which is the default quorum for a society with an enrolled membership.

The society will need to consider whether this is a feasible quorum or if it is still too high for the society's needs - if the latter, then a quorum requirement suitable for the society should be established somewhere, although as you suggest, this section may not be the best place for it.

Edited March 31, 2024 at 02:39 PM by Josh Martin

[Atul Kapur]

On 3/31/2024 at 10:39 AM, Josh Martin said:

amend the bylaws to simply delete the sentence in its entirety.

...

The society will need to consider whether this is a feasible quorum or if it is still too high for the society's needs 

Just be careful how you do that and do not do it as two steps.

Quote

40:4 Note on Procedure in Changing the Quorum Provision in Bylaws.

If it becomes necessary to change the quorum provision in a society’s bylaws, care should be taken, because if the rule is struck out first, the quorum will instantly become a majority of the membership, so that in many cases a quorum could not be obtained to adopt a new rule. The proper procedure is to strike out the old provision and insert the new provision, which is moved and voted on as one question.

 

[Josh Martin]

On 3/31/2024 at 10:56 AM, Atul Kapur said:

Just be careful how you do that and do not do it as two steps.

I agree with all of this, but I'd note that in this particular instance changing the quorum to a majority would (amazingly) be a decrease from the society's current quorum requirement. So if a majority is still too high, they're going to have some problems amending the bylaws.

[Joshua Katz]

Is it? I think the langage here is unintelligible so I have no idea what the current quorum is.

[Atul Kapur]

On 3/31/2024 at 12:43 PM, Josh Martin said:

in this particular instance changing the quorum to a majority would (amazingly) be a decrease from the society's current quorum requirement

The current rule is so badly worded that I can't make any sense of it, so I didn't dare hazard a guess as to what it means - more power to you that you tried.

[Josh Martin]

On 3/31/2024 at 11:51 AM, Joshua Katz said:

Is it? I think the langage here is unintelligible so I have no idea what the current quorum is.

On 3/31/2024 at 11:53 AM, Atul Kapur said:

The current rule is so badly worded that I can't make any sense of it, so I didn't dare hazard a guess as to what it means - more power to you that you tried.

Fair enough. I suppose I will water my statement down somewhat and say that changing the quorum to a majority may be a decrease from the society's current quorum requirement.

In any event, badly written or otherwise, the current rule means something, so the society will need to determine what that something is, and follow the rule unless and until it can be amended.

[Drake Savory]

On the question do we have a quorum, two-thirds answering in the affirmative we have quorum.