How Does This Read To You?

[tctheatc]

The following is a direct quote from our (Congregational) church's by-laws. It is contained in the section on committees, and stands alone as its own paragraph, so there is no other explanatory context.

"A majority of committee members present shall constitute a quorum at any meeting, providing notice of the meeting has been given to all members."

I'm curious as to how the minds gathered here read that. Would you take it to say that more than 1/2 of how ever many committee members show is the definition of a quorum (as some in the church do)? IOW if 3 show up, 2 is a quorum, if 1 shows up, 1 is a quorum. Or do you take it as saying that a quorum exists when more than 1/2 of the committee members are present?

I appreciate your insights.

[hmtcastle]

I'm curious as to how the minds gathered here read that.

Bylaws can only be properly interpreted in their entirety, something that's beyond the scope of this forum.

You might find RONR's "Principles of Interpretation" helpful, especially the one which says you should interpret an ambiguous rule in the way that makes the most sense (or words to that effect). You could then argue that interpreting a quorum requirement as, essentially, "whoever shows up" makes less sense than requiring a majority of the membership.

[David A Foulkes]

"A majority of committee members present shall constitute a quorum at any meeting, providing notice of the meeting has been given to all members."

I'm curious as to how the minds gathered here read that.

Going under the assumption that you aren't looking for an official interpretation here that you can take back to the meeting hall, that you're just gathering opinion for your own personal interest, and Mr. Mountcastle's disclaimer notwithstanding, I'd say you'll never have an inquorate meeting of the committee (at least until you amend your bylaws and, at a minimum, strike out "present" from this section).

[Guest Guest]

The following is a direct quote from our (Congregational) church's by-laws. It is contained in the section on committees, and stands alone as its own paragraph, so there is no other explanatory context.

"A majority of committee members present shall constitute a quorum at any meeting, providing notice of the meeting has been given to all members."

I'm curious as to how the minds gathered here read that. Would you take it to say that more than 1/2 of how ever many committee members show is the definition of a quorum (as some in the church do)? IOW if 3 show up, 2 is a quorum, if 1 shows up, 1 is a quorum. Or do you take it as saying that a quorum exists when more than 1/2 of the committee members are present?

I appreciate your insights.

To interpret this as you suggest (if 3 show up, 2 is a quorum) seems to make no sense because you always have a quorum.

I suggest that it be interpreted as a quorum being a majority of the committee members. Such an interpretation makea s lot of sense, so that very well could be what the author(s) had in mind. I think the English sentence could be interpreted that way was well, if you assume that the word "majority" refers to committee members (all of them) and not just the ones present. Perhaps this rendering of the sentence in English goes back to a slightly different era of English usage.

In any event, to avoid difficulties in interpretation, if you can rephrase this sentence, it might be a good idea.

[jstackpo]

Perhaps the easiest rephrasing, removing ambiguity, would be:

"The presents [or "presence"] of a majority of committee members shall constitute a quorum ..."

[tctheatc]

That's correct - not looking for anything official (I know you can't interpret our by-laws)... Just wanted reassurance I was in good company with how I read it. It comes up once in a while and I am in favor of amending it.

[Josh Martin]

You might find RONR's "Principles of Interpretation" helpful, especially the one which says you should interpret an ambiguous rule in the way that makes the most sense (or words to that effect). You could then argue that interpreting a quorum requirement as, essentially, "whoever shows up" makes less sense than requiring a majority of the membership.

You seem to be referring to Principle of Interpretation #2, which only applies in cases where provisions of the Bylaws are in conflict. (RONR, 10th ed., pgs. 570, lines 30-33) No such conflict is apparent from the facts presented. The most applicable POI for this instance appears to be POI #1, specifically: "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (RONR, 10th ed., pgs. 570, lines 22-25) Nothing else really seems to apply for this particular question.

Based on the facts presented, I come to the same conclusion in this instance, but the distinction may be important in other cases.

It comes up once in a while and I am in favor of amending it.

That is the best solution when there is an ambiguity in the Bylaws. (RONR, 10th ed., pg. 570, lines 28-29)

[Gary Novosielski]

The following is a direct quote from our (Congregational) church's by-laws. It is contained in the section on committees, and stands alone as its own paragraph, so there is no other explanatory context.

"A majority of committee members present shall constitute a quorum at any meeting, providing notice of the meeting has been given to all members."

I'm curious as to how the minds gathered here read that. Would you take it to say that more than 1/2 of how ever many committee members show is the definition of a quorum (as some in the church do)? IOW if 3 show up, 2 is a quorum, if 1 shows up, 1 is a quorum. Or do you take it as saying that a quorum exists when more than 1/2 of the committee members are present?

I appreciate your insights.

It depends on whether you interpret the first line to mean:

• "A majority of [whatever] committee members [are] present shall...."

or

• "A majority of [all] committee members [being] present shall...."

Of course, in the first case, replacing "a majority" with "any" would not change the effect, which raises questions of why they would bother saying "a majority" if those words were intended to have no meaning.

But in the second case, leaving the word "present" out completely would not change the effect, raising questions of why that word was put there if it did not help, but rather reduced the clarity of the language.

And interpretation, according to RONR, is the job of the assembly.

[tctheatc]

Really well put, Gary. That's the crux of the problem. It makes me wonder if at some point when the bylaws were written if there wasn't some notion of a mass assembly definition of quorum in mind. (RONR 10th ed. p 20 l. 30) But whereas our church very specifically defines membership and limits attendance to members only, it simply doesn't fit.

[Dan Honemann]

Really well put, Gary. That's the crux of the problem. It makes me wonder if at some point when the bylaws were written if there wasn't some notion of a mass assembly definition of quorum in mind. (RONR 10th ed. p 20 l. 30) But whereas our church very specifically defines membership and limits attendance to members only, it simply doesn't fit.

I doubt that this is the case, since this provision of your bylaws relates to committees.

The only way to interpret this provision so that it will make any sense at all is to regard it as saying the same thing that RONR says about what constitutes a quorum for meetings of a committee (a majority of its members). If your bylaws adopt RONR as the church's parliamentary authority, your best bet is to simply delete the paragraph you have quoted.

[Gary Novosielski]

Really well put, Gary. That's the crux of the problem. It makes me wonder if at some point when the bylaws were written if there wasn't some notion of a mass assembly definition of quorum in mind. (RONR 10th ed. p 20 l. 30) But whereas our church very specifically defines membership and limits attendance to members only, it simply doesn't fit.

The problem is that a committee is not an assembly, so this rule must have been crafted for this specific purpose. What do your bylaws say about a quorum in meetings of the membership, or of the board of (directors/trustees/elders) or what-have-you?

This sounds very much like an attempt to paraphrase what RONR would say, and doing a bad job of it. We've all seen scores of such attempts and they often go wrong in just this way, taking what was carefully crafted language in RONR and by the addition or deletion of a word, or even a comma, turning it into nonsense.

The best advice in writing bylaws is first to see if the concept at hand is covered in RONR. Hint: It will be, unless your organization is of extraterrestrial origin. Then decide if that method is likely to work in your organization--with the sternest burden of proof being upon those misguided individuals who suggest it might not. Then, and only then, if you must tailor it to your specific requirements, go ahead and put specific language in your bylaws to cover the situation. Otherwise, simply let the bylaws be silent on that issue, and adopt RONR as the parliamentary authority to cover all these eventualities.

And never include your own language before taking three times as long as you think it should to examine the language carefully for any way it could possibly be misinterpreted by the unthinking and illiterate band of thieves and scoundrels that will surely compose your membership twenty years after you are gone.

[tctheatc]

Yes, exactly. I certainly didn't mean the mass assembly notion applied to committees, but just generally that the notion of 'whoever shows is a quorum' was floating around somewhere and found its way in here.