Quorum

[Guest Duncan]

A social group I am a member of is formulating new by-laws. We have a membership of about 250 (we do have an accurate count), however our business meetings NEVER draw more then 50 people and usually more like 30. Most of our members simply have no interest in how the place in run. Heck, elections of officers, even allowing absentee ballots by email usually have only 65-80 responses. I know RONR recommends a quorum of 50%+1 of the membership, but in our case setting such a requirement would prevent us from EVER getting anything done. Heck, our meeting facilities could not even hold that many people.

So my question to the board is this: Would specifying no quorum be appropriate in this case (as with a group who did not have precise membership records)?

If so, what are the pitfalls we need to watch out for doing this?

[Kim Goldsworthy]

... however our business meetings NEVER draw more then 50 people and usually more like 30.

... elections of officers, even allowing absentee ballots by email usually have only 65-80 responses.

Here is how I would look at it.

If I knew that the usual number size of the assembly is 30, then I would be quite tempted to amend the quorum threshold to 15.

Reasoning:

1. If we have a bad year (like the current financial recession) I know membership could drop to near 50%. (30 x 0.5 = 15.)

2. If we have bad weather, then I know that there could well be 10-20 people who cannot risk their life, or risk their car, or risk their health, going out in a serious storm. (30 - 10 = 20, and 30 - 20 = 10)

So, if 30 is usual, then 15-20 is a possible low for the year.

If 20 is a possible low for the year, then having the quorum threshold fixed at 15 gives me a modest margin of error (like both #1 and #2 occurring in the same span of consecutive months).

That is only one way, out of countless ways, of coming to a reasonable number.

[Larry Cisar]

A social group I am a member of is formulating new by-laws. We have a membership of about 250 (we do have an accurate count), however our business meetings NEVER draw more then 50 people and usually more like 30. Most of our members simply have no interest in how the place in run. Heck, elections of officers, even allowing absentee ballots by email usually have only 65-80 responses. I know RONR recommends a quorum of 50%+1 of the membership, but in our case setting such a requirement would prevent us from EVER getting anything done. Heck, our meeting facilities could not even hold that many people.

So my question to the board is this: Would specifying no quorum be appropriate in this case (as with a group who did not have precise membership records)?

If so, what are the pitfalls we need to watch out for doing this?

No quorum requirement puts your quorum requirement at more than half (which is not 50% +1 in many cases -- all the odd ones. You want to list a quorum as Kim has suggested and make sure you put it in the bylaws.

[Dan Honemann]

I know RONR recommends a quorum of 50%+1 of the membership, but in our case setting such a requirement would prevent us from EVER getting anything done.

But RONR recommends no such thing. RONR says (on page 335):

"To accomplish their work, voluntary societies that have an enrolled membership generally need a provision in their bylaws establishing a relatively small quorum - considerably less than a majority of all the members. ... The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions."

So my question to the board is this: Would specifying no quorum be appropriate in this case (as with a group who did not have precise membership records)?

No, of course not.

[hmtcastle]

I know RONR recommends a quorum of 50%+1 of the membership,

As noted, RONR says no such thing. If your bylaws are silent the default quorum for a board or committee is a majority of the members. But the bylaws should not be silent on this important question. And note that the quorum requirement for meetings of a board is generally higher than that for meetings of the general membership.

You have two basic choices when defining a quorum: a fixed number or a percentage. There are advantages and disadvantage to both. If your quorum requirement is "twenty members", you just count heads to see if you're good to go (but if your membership drops below twenty, you'll never be able to obtain a quorum). If your quorum requirement is "twenty percent", you'll need an accurate count of the total membership (but the number of members that must be present will automatically adjust as the membership goes up or down).

[David A Foulkes]

And note that the quorum requirement for meetings of a board is generally higher than that for meetings of the general membership.

And, at the risk of stating the obvious (which never stops me), by this Mr. Mountcastle refers to the percentage basis as calculated, and not the actual number you end up with.

[Trina]

A social group I am a member of is formulating new by-laws. We have a membership of about 250 (we do have an accurate count), however our business meetings NEVER draw more then 50 people and usually more like 30. Most of our members simply have no interest in how the place in run. Heck, elections of officers, even allowing absentee ballots by email usually have only 65-80 responses. I know RONR recommends a quorum of 50%+1 of the membership, but in our case setting such a requirement would prevent us from EVER getting anything done. Heck, our meeting facilities could not even hold that many people.

So my question to the board is this: Would specifying no quorum be appropriate in this case (as with a group who did not have precise membership records)?

If so, what are the pitfalls we need to watch out for doing this?

A few peripheral questions are raised by your post. What do your current bylaws say about the amendment process -- how is quorum currently defined, and will you be able to get the necessary number of members together to amend the bylaws?

Are absentee ballots specifically permitted in your current bylaws? Absentee voting is not permitted under RONR unless specifically authorized in the bylaws. If your organization wants to use absentee ballots, you should write that into your amended/revised bylaws. Also a 'ballot by email' is unlikely to be a secret ballot, unless the organization is following some fairly elaborate protocols -- a ballot vote (under RONR) is assumed to employ secret ballots -- so that's another issue you may wish to look at further.

To respond a bit further to your main question, you certainly could do what you suggest when you ask about 'specifying no quorum.' As others have pointed out, if the bylaws say nothing at all, quorum defaults to a majority of the membership (not what you want). However, the bylaws can certainly say explicitly that quorum is satisfied by whoever shows up at a meeting (no minimum). That's not to say it would be a good idea (do you really want to allow a meeting of two or three people to make important decisions for the whole organization?)... however, the bylaws CAN be written to allow all kinds of foolish things, and the bylaws supersede RONR.

[Guest Duncan]

A few peripheral questions are raised by your post. What do your current bylaws say about the amendment process -- how is quorum currently defined, and will you be able to get the necessary number of members together to amend the bylaws?

Are absentee ballots specifically permitted in your current bylaws? Absentee voting is not permitted under RONR unless specifically authorized in the bylaws. If your organization wants to use absentee ballots, you should write that into your amended/revised bylaws. Also a 'ballot by email' is unlikely to be a secret ballot, unless the organization is following some fairly elaborate protocols -- a ballot vote (under RONR) is assumed to employ secret ballots -- so that's another issue you may wish to look at further.

To respond a bit further to your main question, you certainly could do what you suggest when you ask about 'specifying no quorum.' As others have pointed out, if the bylaws say nothing at all, quorum defaults to a majority of the membership (not what you want). However, the bylaws can certainly say explicitly that quorum is satisfied by whoever shows up at a meeting (no minimum). That's not to say it would be a good idea (do you really want to allow a meeting of two or three people to make important decisions for the whole organization?)... however, the bylaws CAN be written to allow all kinds of foolish things, and the bylaws supersede RONR.

Original Poster here. I am aware about absentee ballots not preserving anonymity and not being allowed under RONR. At the moment the organization is... well chaotic is one way of putting it. The old by-laws were written at at time when there were 20 people in the group, who all knew one another, and there was no legal structure. Much later, as the group grew the organization acquired a large facility (leased). In order to do this an LLC was formed in the name of one member (our president of 10+ years). The old-by laws specified "Robert's Ruls of order" as our parliamentary authority, and set up governance structures, however while they worked for a group of 20, they DON"T work for a group of 250. After some particularly ugly politics and battles in meetings (that have NEVR complied with Robert's, regardless of what the by-laws said) the groups president (who remember owns the LLC which controls all the group's assets) disolved the by-laws and said "I want to retire, but I want to leave a functioning organization when I go, and what we have now is not working. Let's start over". (A majority of the membership is willing to go along with this plan, and even those angry about it have not left in protest as is their right.) A lawyer we spoke to did confirm he has a legal right to do this, given his name is on the LLC, lease and therefore the other society assets which are all connected to one or the other in some way.

As a result of this mess we are forming new by-laws. In the interim the owner has appointed a team of members to help him keep the place operating (pay the rent, keep the lights on, etc.), and we are still holding meetings. Nominations for a 6 person by-law committee have been taken, and elections will take place next month. Whether to allow absentee ballots was put to the membership, and was overwhelmingly approved. A proposal to allow proxy votes was defeated. (The feeling was that access to the franchise was more important then anonymity, and if people wanted to ensure anonymity then they should attend the meeting.) A "neutral party" (ombuds-person) was also elected to handle receiving the absentee ballots at a newly-set up email address. The goal is to have a new structure (not the current LLC, whose owner wishes to retire from leadership) in place by the time the lease expires next year which will avoid this issue in the future.

This organization is composed of a lot of HIGHLY rules-averse people. It's a little like trying to make laws in a group of hard-line anarchists. Suggesting we actually hold meetings according to any sort of formal procedure might get me laughed out of the room. I have mentioned to a few people that perhaps if RONR is too complex, the Standard Code (TSC) might be a better choice as it is more streamlined. I can't imagine trying to educate our members on proper meeting protocol being likely to have a lot of success, and if we try it a 300 page book is a lot less intimidating then a 700 page one. Heck, even among those who I can convince it might be a good idea are intimidated by RONR, and TSC has been an easier sell.

So summary: We have no by-laws and no parliamentary authority. We are running on tradition and personality until the new by-laws can be written and regular elections for new officers held. The intention is receive a proposed set of by-laws from the by-law committee, have the membership amend and vote on it as they see fit. We would then run under these new by-laws for the remainder of the lease term (including electing officers under the terms specified in the by-laws), likely 3-4 months. At the end of this time the membership will have a new opportunity to amend the by-laws to correct any issues discovered during the trial period. The new organization (not the LLC owned by the former president) would take over the lease and other organization assets.

So the fact that our current procedures conflict with RONR is not an issue as RONR has no authority at the moment, and we are not "encumbered" by the old by laws at the moment. We are trying to maintain a VERY forward-facing outlook and not dwell on the (MANY) past mistakes. This is about trying to put in place robust rules for a growing organization which will help prevent such problems in the future.

[STA]

First, I wouldn't let the size of the book frighten you off. Most ordinary societies, that is, those that don't "legislate for a living", can get along quite well on RONR In Brief. I would recommend you read RONR p.553-573 for guidance in writing your new bylaws. And you might consider contacting a professional parliamentarian to smooth the process.

[Guest Duncan]

First, I wouldn't let the size of the book frighten you off. Most ordinary societies, that is, those that don't "legislate for a living", can get along quite well on RONR In Brief. I would recommend you read RONR p.553-573 for guidance in writing your new bylaws. And you might consider contacting a professional parliamentarian to smooth the process.

Oh, I am not too worried about it. It's a matter of convincing the group. Aside from RONR being more common, is there any good reason not to use TSC?

[David A Foulkes]

This is about trying to put in place robust rules for a growing organization which will help prevent such problems in the future.

Well, if you want robust rules, you can't get much more robusterer than RONR.

[hmtcastle]

is there any good reason not to use TSC?

Check out the TSC discussion board and compare it with this one.

[Guest John]

at a recent "annual" meeting of our organization the Board realized that we would not have a quorum so they met prior to the opening session of the meeting and moved to suspend the rules regarding a quorum....... I am unable to find anything regarding this situation specifically in reviewing RR

[George Mervosh]

at a recent "annual" meeting of our organization the Board realized that we would not have a quorum so they met prior to the opening session of the meeting and moved to suspend the rules regarding a quorum....... I am unable to find anything regarding this situation specifically in reviewing RR

The rules regarding a quorum are not suspendable. See RONR, p. 253ff

[hmtcastle]

at a recent "annual" meeting of our organization the Board realized that we would not have a quorum so they met prior to the opening session of the meeting and moved to suspend the rules regarding a quorum....... I am unable to find anything regarding this situation specifically in reviewing RR

That's because there's nothing in RONR to support such an action.

Firstly, the board can't have a meeting unless it's a regularly scheduled meeting or a special meeting is properly called. Whether that's possible on the spur of the moment is questionable.

Secondly, it's extremely unlikely the board has the authority to change the quorum required at a meeting of the general membership. That would most likely require amending the bylaws.

So if your annual meeting lacked a quorum, anything you did there is null and void.

And remember to observe the distinction between a meeting of the board and a meeting of the general membership (at the latter, the board has no role).

[Guest john]

That's because there's nothing in RONR to support such an action.

Firstly, the board can't have a meeting unless it's a regularly scheduled meeting or a special meeting is properly called. Whether that's possible on the spur of the moment is questionable.

Secondly, it's extremely unlikely the board has the authority to change the quorum required at a meeting of the general membership. That would most likely require amending the bylaws.

So if your annual meeting lacked a quorum, anything you did there is null and void.

And remember to observe the distinction between a meeting of the board and a meeting of the general membership (at the latter, the board has no role).

they indicated that they had a special call meeting and that the quorum is a part of the policy statements....... if that makes any difference

[Chris Harrison]

they indicated that they had a special call meeting and that the quorum is a part of the policy statements....... if that makes any difference

The Board only has the authority the bylaws give it (RONR p. 465). If the Board has the authority to do what it did you will need to make sure they followed whatever procedures the bylaws spell out to validly do what they did.

[Guest steve z]

Can you go into a special order of business, with no quorum?

[J. J.]

Can you go into a special order of business, with no quorum?

No.