Quorum at a convention (which is more like a meeting).

[Sir Toby]

Our bylaws call for regular conventions. Our bylaws state that all members are eligible to participate in these conventions as delegates. This seems to be no different from a regular meeting. Since the definition of the convention seems to be the same as that of a meeting, does that mean that our conventions are treated the same as meetings?

Specifically, how should quorum be handled at these conventions? Our bylaws are silent on the issue of quorum for our conventions. We've been using the rule that quorum is over half of those registered as being in attendance at the convention. However, recently someone pointed out that since these conventions are no different from meetings, quorum should be over half of the members of the organization. Which version of quorum should we be using?

[Gary Novosielski]

Our bylaws call for regular conventions. Our bylaws state that all members are eligible to participate in these conventions as delegates. This seems to be no different from a regular meeting. Since the definition of the convention seems to be the same as that of a meeting, does that mean that our conventions are treated the same as meetings?

Specifically, how should quorum be handled at these conventions? Our bylaws are silent on the issue of quorum for our conventions. We've been using the rule that quorum is over half of those registered as being in attendance at the convention. However, recently someone pointed out that since these conventions are no different from meetings, quorum should be over half of the members of the organization. Which version of quorum should we be using?

Societies set their own quorum requirements, and then put them in the bylaws. Do yours contain a quorum requirement?

It may be correct that what your bylaws call conventions are nothing more than meetings in the nature of a regular membership meeting, or Annual meeting, especially since the two sets of members seem to be congruent. But that's an interpretation that you will probably need to discuss and decide within your society by a majority vote, based on having read the bylaws in their entirety, and with a better knowledge of your organization than any of us has.

Once you figure that out, the quorum requirement may be more apparent.

[Kim Goldsworthy]

Our bylaws call for regular conventions. Our bylaws state that all members are eligible to participate in these conventions as delegates. This seems to be no different from a regular meeting. Since the definition of the convention seems to be the same as that of a meeting, does that mean that our conventions are treated the same as meetings?

Yes, it is possible.

Indeed, for most (i.e., small) organizations, the annual meeting is no different from a regular meeting, except for some extra reports, plus elections. With nothing else out of the ordinary.

Does this fit YOUR org? I don't know.

But it fits thousands of organizations.

Specifically, how should quorum be handled at these conventions?

Our bylaws are silent on the issue of quorum for our conventions.

We've been using the rule that quorum is over half of those registered as being in attendance at the convention.

However, recently someone pointed out that since these conventions are no different from meetings, quorum should be over half of the members of the organization.

Which version of quorum should we be using?

I have not read your (unique) rule. So I don't know.

If you are using a NON-EXISTENT quorum rule, then shame on you!

(Why are you "using" a rule which isn't even in your bylaws?)

That is, if the only reference to 'quorum' in your bylaws is the one for regular meetings, then, chances are (without me reading the actual text), THAT is your quorum rule.

[Sir Toby]

If you are using a NON-EXISTENT quorum rule, then shame on you!

(Why are you "using" a rule which isn't even in your bylaws?)

No quorum rules exist in our bylaws, but quorum rules do exist in RONR, which our bylaws specify as our parliamentary authority. We are not using non-existent quorum rules, but the quorum rules established by RONR. See RONR (10th ed.) p. 20 for the quorum rules that are used when the bylaws don't specify anything for quorum.

That is, if the only reference to 'quorum' in your bylaws is the one for regular meetings, then, chances are (without me reading the actual text), THAT is your quorum rule.

Our bylaws don't mention quorum for regular meetings. In fact, our bylaws don't even specify regular meetings. Our bylaws only specify conventions, which every member is eligible to attend as a delegate. The question is: Since our bylaws don't specify a rule for quorum, which rule for quorum from RONR do we use: the quorum rule for meetings (majority of the entire membership) or the quorum rule for conventions (majority of those registered at the convention as in attendance).

[Sir Toby]

Societies set their own quorum requirements, and then put them in the bylaws. Do yours contain a quorum requirement?

Our bylaws do not contain any quorum requirements.

It may be correct that what your bylaws call conventions are nothing more than meetings in the nature of a regular membership meeting, or Annual meeting, especially since the two sets of members seem to be congruent. But that's an interpretation that you will probably need to discuss and decide within your society by a majority vote, based on having read the bylaws in their entirety, and with a better knowledge of your organization than any of us has.

Once you figure that out, the quorum requirement may be more apparent.

Thank you. It does sound like this is an interpretation best left for the membership of our organization to decide. Since that is the core issue here, figuring that out will determine the quorum requirement.

[Trina]

....

It does sound like this is an interpretation best left for the membership of our organization to decide. Since that is the core issue here, figuring that out will determine the quorum requirement.

I don't think I've seen anyone directly citing RONR pp. 570-573 (principles of bylaws interpretation) in response to your various recent threads -- if it's already been mentioned, I apologize for the repetition. The principles may be of some use in guiding your thinking, although, if your organization cannot meet quorum at general membership meetings (I think that was the issue in one of your other threads), it's hard to do any official interpreting (i.e. actually getting the parliamentary machinery going so the membership can vote on a question of interpretation)

[Tim Wynn]

Sir Toby,

Your organization's bylaws could use some amending. I'd remove the talk of a convention and delegates, unless that is what's actually intended. Your delegates don't seem to be elected representatives, and I doubt the official organization of the convention is brought about by the adoption of reports from the Credentials Committee, the Standing Rules Committee, and the Program Committee.

Also, a quorum should be added.

[Sir Toby]

Your organization's bylaws could use some amending. I'd remove the talk of a convention and delegates, unless that is what's actually intended. Your delegates don't seem to be elected representatives, and I doubt the official organization of the convention is brought about by the adoption of reports from the Credentials Committee, the Standing Rules Committee, and the Program Committee.

Also, a quorum should be added.

Agreed... Our bylaws are horribly broken, in more ways than the questions I have asked would indicate.

You are correct: The official organization of our "convention" is not brought about as you described. In particular, our bylaws call for "convention rules" that apply to all conventions. Our bylaws even specify a different vote required to adopt a convention rule so that it applies to the current convention (two-thirds) instead of a later convention (majority).

Here is a little more information about the situation:

I am the chair of the organization. We held a special convention yesterday for considering a revision to our bylaws. This issue was brought to my attention by two Professional Registered Parliamentarians (PRPs) in the National Association of Parliamentarians, one of whom is also a member of our organization. They indicated that they had read all of our governing documents and believed that our conventions are actually a meeting of members because the conventions are open to all of our members instead of being an assembly of delegates.

Until this point we applied the quorum rule from RONR for conventions that says that quorum is a majority of those registered as attending. In the past our organization has had conventions in remote locations where a small number of members attended and business was conducted that may have not been representative of the entire membership--just the type of problem the quorum rules prevent. I actually like the idea of having a quorum requirement that is more restrictive than a majority of those registered as attending because of this. With the opinion of two PRPs and my own instincts telling me that the quorum requirement of a majority of the entire membership should apply, that is the ruling I made. No one objected, quorum was not met, and the convention adjourned sine die shortly afterwards.

For a number of reasons that I won't go into here, I am aware that there were strong political reasons from a particular faction in our organization for shutting down this convention. The two PRPs were brought in by this particular faction. The ruling I made puts us in a difficult position since it will be nearly impossible to meet the quorum requirement of a majority of our members for our conventions. I am concerned that this faction only pushed this particular interpretation for the sole purpose of shutting down this convention and that they may argue for an alternative interpretation in the future when this quorum requirement becomes inconvenient for them. I would really like to make sure I have a solid basis for the decision I made so that I can enforce our rules consistently and not be constantly faced with different interpretations of this matter.

[Dan Honemann]

[snip]

I would really like to make sure I have a solid basis for the decision I made so that I can enforce our rules consistently and not be constantly faced with different interpretations of this matter.

You are taking too much of this upon yourself. The ultimate authority and responsibility for this decision is vested in the assembly, not in you as its presiding officer.

You did the best you could. Continue to do your best and you'll do just fine.

[Josh Martin]

I would really like to make sure I have a solid basis for the decision I made so that I can enforce our rules consistently and not be constantly faced with different interpretations of this matter.

From the facts provided, it does appear to me that what your Bylaws call a convention is more in the nature of an annual membership meeting than a convention of delegates, and therefore, if the Bylaws are silent, the quorum requirement would be a majority of the entire membership. Now your challenge is to actually obtain a quorum so you can amend your Bylaws, as this is an unattainable quorum for most organizations.

[Dan Honemann]

From the facts provided, it does appear to me that what your Bylaws call a convention is more in the nature of an annual membership meeting than a convention of delegates, and therefore, if the Bylaws are silent, the quorum requirement would be a majority of the entire membership. Now your challenge is to actually obtain a quorum so you can amend your Bylaws, as this is an unattainable quorum for most organizations.

It's a piece of cake. The assembly may decide at its next meeting that they have been correctly interpreting the bylaws all along (up until the last meeting, that is).