Quorum and recused members

[Guest Jennifer Lewis]

Hello! I'm looking for some guidance as to whether a quorum holds when one member must recuse themselves from discussion and voting. Our Board had a "half + 1" in attendance, but when one member needed to refrain from discussion/vote because of a conflict of interest, did we lose our quorum?

[Mr. J!]

Hello! I'm looking for some guidance as to whether a quorum holds when one member must recuse themselves from discussion and voting. Our Board had a "half + 1" in attendance, but when one member needed to refrain from discussion/vote because of a conflict of interest, did we lose our quorum?

First of all, how do your bylaws define a quorum?

The RONR default is not "half + 1" but a majority, which is simply "more than half"

[Guest Jennifer Lewis]

First of all, how do your bylaws define a quorum?

The RONR default is not "half + 1" but a majority, which is simply "more than half"

Our Bylaws refer to RONR (which no one had on hand). I mention "half + 1" to explain that we barely had a quorum. When one member abstained from voting, the voting members came to exactly half of our full board.

In reading through RONR online, it looks like as long as a quorum was "present", even if not all voted (is that what "blanks" refers to?), the majority vote wins. Right?

[Dan Honemann]

Our Bylaws refer to RONR (which no one had on hand). I mention "half + 1" to explain that we barely had a quorum. When one member abstained from voting, the voting members came to exactly half of our full board.

In reading through RONR online, it looks like as long as a quorum was "present", even if not all voted (is that what "blanks" refers to?), the majority vote wins. Right?

No rule in RONR deprives a member of his right to debate or vote due to any perceived conflict of interest, and the number of members actually voting has nothing to do with determining the presence or absence of a quorum.

[David A Foulkes]

Our Bylaws refer to RONR (which no one had on hand). I mention "half + 1" to explain that we barely had a quorum. When one member abstained from voting, the voting members came to exactly half of our full board.

In reading through RONR online, it looks like as long as a quorum was "present", even if not all voted (is that what "blanks" refers to?), the majority vote wins. Right?

You're close I think. A quorum is the minimum number of voting members required to attend in order to conduct business at a meeting. By RONR default, it is "more than half". So if your membership is 100, 51 must attend a meeting to have a quorum. If your bylaws say anything else about what the quorum figure is, you'll need to go by that.

Now - if you have a quorum present, when you have a vote on a motion perhaps only two people vote! That doesn't mean that 49 people left the meeting. So you still have a quorum (if 51 are still there). The determination of a quorum is apples, the counting of votes is oranges, knowhatimsaying?

So, "even if not all voted" (and those "blanks" are what's called abstentions, and they don't count), the majority vote wins. Sometimes the vote must be a 2/3 vote, though, so keep that in mind.

Okay. 100 members, 51 at the meeting, you have a quorum. Motion made, and the vote is 20 say yes, 12 say no. That means 19 abstained (but they're still there so you still have a quorum) so they don't count. 32 legal votes cast, majority (more than half) means more than 16, and 20 voted yes so the majority wins and the motion is adopted.

For votes that require a 2/3 vote, it's not looking so good here. 32 votes cast (2/3 of 32 is 21.333), only 20 said yes, so the motion is defeated.

[alanh49]

You're close I think. A quorum is the minimum number of voting members required to attend in order to conduct business at a meeting. By RONR default, it is "more than half". So if your membership is 100, 51 must attend a meeting to have a quorum. If your bylaws say anything else about what the quorum figure is, you'll need to go by that.

Now - if you have a quorum present, when you have a vote on a motion perhaps only two people vote! That doesn't mean that 49 people left the meeting. So you still have a quorum (if 51 are still there). The determination of a quorum is apples, the counting of votes is oranges, knowhatimsaying?

So, "even if not all voted" (and those "blanks" are what's called abstentions, and they don't count), the majority vote wins. Sometimes the vote must be a 2/3 vote, though, so keep that in mind.

Okay. 100 members, 51 at the meeting, you have a quorum. Motion made, and the vote is 20 say yes, 12 say no. That means 19 abstained (but they're still there so you still have a quorum) so they don't count. 32 legal votes cast, majority (more than half) means more than 16, and 20 voted yes so the majority wins and the motion is adopted.

For votes that require a 2/3 vote, it's not looking so good here. 32 votes cast (2/3 of 32 is 21.333), only 20 said yes, so the motion is defeated.

I agree but IMO if the bylaws say that a member can not vote on certain questions that members may not be counted [on thoese questions] either in computing a quorum or in determining if one present. In other words a quorum would be a majority of 99 which is 50 and not majority of 100 which is 51 and if the disqualified member is present he or she would not count as one of the 50.

[David A Foulkes]

I agree but IMO if the bylaws say that a member can not vote on certain questions that members may not be counted [on thoese questions] either in computing a quorum or in determining if one present. In other words a quorum would be a majority of 99 which is 50 and not majority of 100 which is 51 and if the disqualified member is present he or she would not count as one of the 50.

As long as it's only IYO. The definitions given on pages 20 and 334 would indicate that any (voting) member present is counted towards the quorum determination. Whether they do vote, or recuse themselves from a particular vote, -- IMO -- does not affect the quorum being present. But I've crawled out onto this limb before....

As to the bylaws stating a member can not vote on certain questions, I know not what to say, but it doesn't seem the case here.

[Josh Martin]

As to the bylaws stating a member can not vote on certain questions, I know not what to say, but it doesn't seem the case here.

Well, it's unclear whether it's the case here. The original post did say "one member needed to refrain from discussion/vote because of a conflict of interest," but it's unclear whether that was a misunderstanding of RONR or if the organization actually does have a rule in the Bylaws to that effect. Certainly if the member simply chose to refrain from voting, that does not affect the quorum.

If the organization had such a Bylaw (which is what Alan H. is talking about), I would question whether such a member would truly be a "voting member" in the sense of RONR, 10th ed., pg. 334, lines 2-5. But let's avoid speculating on that unless Ms. Lewis says the assembly actually has such a Bylaw, so as not to confuse the issue.

[Guest Jennifer Lewis]

Thank you to everyone who has weighed in; I really appreciate the lively discussion.

To clarify, our Board has a conflict of interest policy that states when a member discloses a potential conflict of interest, the Board votes to determine the appropriate action for that member, either:

a) the participant recuses themselves from the meeting,

recuses themselves from discussion and voting,

c) recuses themselves from the vote, or

d) participates in the discussion and vote.

The board voted "b", therefore the member stayed in the room, but silent.

Does this help clarify? I certainly see both sides...

[hmtcastle]

The board voted "b", therefore the member stayed in the room, but silent..

Firstly, recusal is a voluntary act. No one be compelled to recuse oneself.

But, if a member is properly prohibited from voting, he does not count towards the quorum.

[David A Foulkes]

Firstly, recusal is a voluntary act. No one be compelled to recuse oneself.

But, if a member is properly prohibited from voting, he does not count towards the quorum.

And I'd venture only during those motions where he has been prevented from voting. During all other actions in the meeting, where his right to vote is not restricted, he counts towards the quorum.

Now, you say you had a "half +1" at the meeting, so taking this member out of the count may have made the meeting inquorate at that moment. A Board of 10 members needs at least 6 for a quorum. If that's what you had (half +1) and then this member "was recused" taking him out of the count for the quorum, that brings you down to 5, and that is not more than half, as per RONR, for a quorum.

So the specific wording of your bylaws, if any, regarding a quorum might play into this. If you're simply going by RONR and the default of a majority of members, then there might be trouble.

[Josh Martin]

Thank you to everyone who has weighed in; I really appreciate the lively discussion.

To clarify, our Board has a conflict of interest policy that states when a member discloses a potential conflict of interest, the Board votes to determine the appropriate action for that member, either:

a) the participant recuses themselves from the meeting,

recuses themselves from discussion and voting,

c) recuses themselves from the vote, or

d) participates in the discussion and vote.

The board voted "b", therefore the member stayed in the room, but silent.

Does this help clarify? I certainly see both sides...

Well, looks like we'll need to speculate after all. First of all, this conflict of interest policy must be in the Bylaws or an even higher-level document to be enforceable. A special rule of order or standing rule doesn't cut it for depriving members of their rights. So if this isn't in a document at least on the level of the Bylaws, you can stick with the previous responses as the rule is null and void.

If this policy is in the Bylaws or a higher-level rule, then it would be my opinion that a member who is deprived of the right to vote because of such a provision would not be considered a "voting member" for the purposes of RONR, 10th ed., pg. 334, lines 2-5, in the same way that a member who was under disciplinary suspension would not be considered a voting member for the purposes of that rule. Therefore, the member would not count toward the number of members present, but he also would not count toward the number of members needed for a quorum. For example, if you have a ten member board and six members were present, then when the member's right to vote was temporarily suspended for this motion, it would be as if you had a nine member board and five members were present. Whether the board would still have a quorum would depend on the exact numbers involved in your particular situation. This is ultimately, however, a matter of Bylaws interpretation. (RONR, 10th ed., pgs. 570-573)

[David A Foulkes]

For example, if you have a ten member board and six members were present, then when the member's right to vote was temporarily suspended for this motion, it would be as if you had a nine member board and five members were present. (RONR, 10th ed., pgs. 570-573)

But Josh - all other things being equal, would the "suspension" of the members right to debate and vote also effectively "remove" him (however temporarily) from the Board in this regard? My thinking was that it would not, so there would still be ten-member Board requiring a six-member quorum. I know we are venturing into bylaw interpretation here, but I didn't think this "policy" would reach that far.

[hmtcastle]

My thinking was that it would not, so there would still be ten-member Board requiring a six-member quorum.

There is still a ten-member board but, for quorum purposes, it's as if (as Mr. Martin said) there was a nine-member board. In other words, restricting a member's right to vote affects both the numerator and the denominator of the quorum calculation.

Otherwise the quorum could be lost even though a majority of voting members are present.

[Dan Honemann]

There is still a ten-member board but, for quorum purposes, it's as if (as Mr. Martin said) there was a nine-member board. In other words, restricting a member's right to vote affects both the numerator and the denominator of the quorum calculation.

Otherwise the quorum could be lost even though a majority of voting members are present.

I predict this thread will run to about fifty responses, since it now deals with a paraphrased version of a policy which makes no sense, and is most likely void to begin with.

[Josh Martin]

But Josh - all other things being equal, would the "suspension" of the members right to debate and vote also effectively "remove" him (however temporarily) from the Board in this regard? My thinking was that it would not, so there would still be ten-member Board requiring a six-member quorum. I know we are venturing into bylaw interpretation here, but I didn't think this "policy" would reach that far.

The only situations in RONR I can compare this to are voluntary recusal (in which case he is still a member for quorum purposes) and disciplinary suspension (in which case he is not a member for quorum purposes, both for how many voting members are present and how many voting members the assembly has). Depending on the proper interpretation and validity of the rule, I can certainly see how one or the other would apply, but I can't imagine a scenario where the member is considered to be a voting member for how many members the assembly has but not for how many members are present.

Based on the wording used by Ms. Lewis, I have serious doubts as to whether this policy is valid. "Our board has a conflict of interest policy" does not seem to refer to a rule in the Bylaws.

[David A Foulkes]

I predict this thread will run to about fifty responses, since it now deals with a paraphrased version of a policy which makes no sense, and is most likely void to begin with.

Well I for one will not further contribute to the running tota---...... oh, wait........ Ummmm.............

Never mind........

[Guest Guest_Pierre_Landry]

The only situations in RONR I can compare this to are voluntary recusal (in which case he is still a member for quorum purposes) and disciplinary suspension (in which case he is not a member for quorum purposes, both for how many voting members are present and how many voting members the assembly has).

This latter situation is the one I'm currently researching. Can you please provide the RONR citation for a member under disciplinary suspension not being counted for quorum purposes, both for how many voting members are present and how many voting members the assembly has?

[Josh Martin]

This latter situation is the one I'm currently researching. Can you please provide the RONR citation for a member under disciplinary suspension not being counted for quorum purposes, both for how many voting members are present and how many voting members the assembly has?

I think it's clear from RONR, 10th ed., pg. 3, lines 8-12 and pg. 334, lines 2-5 that someone who is not a voting member because of a disciplinary suspension is irrelevant for the purposes of determining whether a quorum was present. I suspect that's the primary reason that RONR specifically says "voting member" in the pg. 334 citation.