Adopting a special rule of order for establishing quorum.

[Sir Toby]

Our organization has possibly got itself into a situation where quorum for member meetings is extremely hard to meet. However, we have a board of directors that is able to satisfy the quorum requirement for board of director meetings. Our bylaws are silent on quorum for member meetings. Our bylaws do not allow our board of directors to amend our bylaws. Is it possible for the board of directors to establish a special rule of order for quorum for member meetings so that we can successfully hold a member meeting and fix our bylaws?

[Gary Novosielski]

Our organization has possibly got itself into a situation where quorum for member meetings is extremely hard to meet. However, we have a board of directors that is able to satisfy the quorum requirement for board of director meetings. Our bylaws are silent on quorum for member meetings. Our bylaws do not allow our board of directors to amend our bylaws. Is it possible for the board of directors to establish a special rule of order for quorum for member meetings so that we can successfully hold a member meeting and fix our bylaws?

I doubt it.

The quorum requirement is found in the bylaws. If they're silent, the rules in RONR presumably apply, and that rule says a quorum is majority (more than half) of those eligible to vote. But the board can't change the bylaws, and they certainly can't change the contents of RONR.

So I think you're going to have to work harder to gain a quorum.

But putting that aside, are you really saying that your bylaws do not allow the board to amend them, yet do authorize the board to pass special rules of order binding upon membership meetings? Remember, boards are by default powerless, except for those powers explicitly granted to them in the bylaws--in other words, delegated by the membership.

[Sir Toby]

But putting that aside, are you really saying that your bylaws do not allow the board to amend them, yet do authorize the board to pass special rules of order binding upon membership meetings? Remember, boards are by default powerless, except for those powers explicitly granted to them in the bylaws--in other words, delegated by the membership.

I think you are right here. Our bylaws do grant our board some authority, but they do not authorize our board to adopt special rules of order that are binding upon the membership. It looks like we'll have to work harder to meet our quorum requirement. Thank you for your response.

[David A Foulkes]

I think you are right here. Our bylaws do grant our board some authority, but they do not authorize our board to adopt special rules of order that are binding upon the membership. It looks like we'll have to work harder to meet our quorum requirement. Thank you for your response.

Check your bylaws for the process required to amend the bylaws. It should require notice, and probably a 2/3 vote, and may also stipulate who can submit an amendment (committee, any three members, BOD, etc). Then, devise an amendment to add in a definition of quorum for membership meetings that you can expect to meet at such meetings. Then, make in impassioned plea to the membership to show up for a meeting at which the amendment will be adopted (hopefully), including the offering of pizza and beer, door prizes, an evening of entertainment - whatever it will take to get enough there to vote. If your bylaws do not allow for calling special meetings, you may have to wait until the next regular meeting, but at least you have a shot at it.

[Dan Honemann]

Sir Toby has posted four questions, each of which requires a reading of his organization's bylaws (and perhaps other governing documents) in their entirety in order to provide any sort of satisfactory response, but the folks here have nevertheless tried as best they can to be helpful.

[jstackpo]

It's just our generous nature.