What is a member?

[ClaireG]

Does an organization have a quorum by having the majority of the number of seats present or by having the majority of the number of appointed representatives? Example: the total number of seats is 12 and only 10 are filled. would the quorum be 6 or 7? Where is it specified in RR?

[Gary Novosielski]

If the bylaws are silent on the quorum for any meeting, the rules in RONR say that a quorum is a majority of the members.  A member is a living breathing individual who was duly elected or appointed to that body and who has the right to vote.

[Josh Martin]

On 4/8/2024 at 2:49 PM, ClaireG said:

Does an organization have a quorum by having the majority of the number of seats present or by having the majority of the number of appointed representatives? Example: the total number of seats is 12 and only 10 are filled. would the quorum be 6 or 7? Where is it specified in RR?

First, you should check what (if anything) your bylaws say on the subject of quorum.

In the event your bylaws are silent on this matter, it would be "the majority of the number of appointed representatives." So in a context where "the total number of seats is 12 and only 10 are filled," the quorum would be six.

"Number of Members Constituting a Quorum. Depending on the organization and the provision it adopts in this regard, the number of members constituting a quorum may vary. As discussed below, most voluntary societies should provide for a quorum in their bylaws, but where there is no such provision, the quorum, in accordance with the common parliamentary law, is as follows: ...

4) In any other deliberative assembly with enrolled membership whose bylaws do not specify a quorum, the quorum is a majority of all the members." RONR (12th ed.) 40:2

[ClaireG]

Thank you for the clarification! The bylaws for all three of the organizations that I assist say a quorum consists of the members and doesn't say anything about the seats. That's why clarification of what a member was needed. My director and I have been disagreeing about it. I did not find anything in the ND Century code or case studies by the ND Attorney General. 

[Josh Martin]

On 4/9/2024 at 8:23 AM, ClaireG said:

The bylaws for all three of the organizations that I assist say a quorum consists of the members and doesn't say anything about the seats.

I feel like there are some words missing here. Do you perhaps mean to say that these bylaws provide that a quorum consists of a majority of the members?

If so, my view is that this refers to the number of actual, current members of the assembly, not the number of seats, unless something in the organization's rules suggests otherwise.

[ClaireG]

On 4/9/2024 at 11:19 AM, Josh Martin said:

I feel like there are some words missing here. Do you perhaps mean to say that these bylaws provide that a quorum consists of a majority of the members?

If so, my view is that this refers to the number of actual, current members of the assembly, not the number of seats, unless something in the organization's rules suggests otherwise.

yes, it says a majority of members. 

[Gary Novosielski]

On 4/10/2024 at 1:09 PM, ClaireG said:

yes, it says a majority of members. 

There's your answer then.  Members are people.  In this case, people with the right to vote.  Seats are not people, they can't participate in debate, make motions or vote.  Or breathe for that matter.