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Violation of By-Laws?


Guest Pam Duffy

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Our organization just elected new Board members. Our by-laws define a quorum by, "At general meetings, two-thirds (2/3) of voting members present at any general meeting shall constitute a quorum". Our by-laws also state Robert's "...shall govern the organization in all matters of procedure..."

I believe Robert's states a quorum is the minimum number of voting members, who must be present at a meeting in order to conduct business.

Here is the dilemma. We have 72 voting members, but only 30 were in attendance for the election and yet the Chair allowed the election to continue. This is clearly not 2/3s of the voting members. If my understanding of all this is correct, it would appear we have violated our by-laws and the elections are invalid.

Here are my questions:

1) In accordance with Robert's, am I correct in understanding that 2/3s of our 72 voting members had to be present to validate the election?

2) If yes, would this then be considered a violation of the by-laws and invalidate our elections? If yes, how do we deal with a violation?

Thank you so much for your assistance.

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Our organization just elected new Board members. Our by-laws define a quorum by, "At general meetings, two-thirds (2/3) of voting members present at any general meeting shall constitute a quorum". Our by-laws also state Robert's "...shall govern the organization in all matters of procedure..."

I believe Robert's states a quorum is the minimum number of voting members, who must be present at a meeting in order to conduct business.

Here is the dilemma. We have 72 voting members, but only 30 were in attendance for the election and yet the Chair allowed the election to continue. This is clearly not 2/3s of the voting members. If my understanding of all this is correct, it would appear we have violated our by-laws and the elections are invalid.

Here are my questions:

1) In accordance with Robert's, am I correct in understanding that 2/3s of our 72 voting members had to be present to validate the election?

2) If yes, would this then be considered a violation of the by-laws and invalidate our elections? If yes, how do we deal with a violation?

Thank you so much for your assistance.

We can't interpret your bylaws. Your organization will have to decide what the language means.

If a quorum was not present, the election is null and void.

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We have 72 voting members, but only 30 were in attendance for the election and yet the Chair allowed the election to continue. This is clearly not 2/3s of the voting members.

This obvious fact should have been pointed out to the chair at the time. While it's not too late to raise a point of order regarding the absence of a quorum, it's much easier to prove it when it happens rather than after the fact. The chair and other members may choose to ignore the facts but at least there'd be a record of the objection.

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