Bylaws and quorum

[Guest Brenda]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

(2) does a quorum have to be defined in the Bylaws to conduct business? Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned? Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

Your insights would be appreciated.

[David A Foulkes]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

(2) does a quorum have to be defined in the Bylaws to conduct business? Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned? Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

Your insights would be appreciated.

1. Immediately, if no proviso in the motion to amend them was included (such as effective at the adjournment of the meeting, next Tuesday, on Bill's 50th birthday, etc.),

Additionally (he adds in an edit) if the bylaws already include a section on when bylaw amendments go into effect, then that bylaw holds your answer.

2. No, but it's a great idea. Without a bylaw defining the quorum, the RONR default is the majority of the members of the group that is meeting. This usually means either the general membership (as a whole), or the Board. Not having it defined in the bylaws does not invalidate business as long as the default (majority of members) quorum is met.

2a. No it is not appropriate to conduct business in the absence of a quorum (actually no valid business may be conducted at all, truth be told), but several actions can be taken, including trying to get a quorum present, and also adjourning to a later time when that might be more likely.

Section 40 (pages 334 to 340) of RONR 10th Edition will provide lots of information for you on this.

[Guest Guest]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

(2) does a quorum have to be defined in the Bylaws to conduct business? Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned? Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

Your insights would be appreciated.

If there was a motion to add a quorum definition to the bylaws, and that motion failed, then wouldn't the discussion/debate on the motion have included what the current quorum requirements are? What was the proposed bylaw change and why did it fail?

[David A Foulkes]

Since there is no mention of a quorum in our bylaws anyplace...

If there was a motion to add a quorum definition to the bylaws, and that motion failed, then wouldn't the discussion/debate on the motion have included what the current quorum requirements are? What was the proposed bylaw change and why did it fail?

So, you see why they were voting on a quorum bylaw, yes?

[hmtcastle]

What was the proposed bylaw change and why did it fail?

I'm not sure why you think anyone here would know the answers to those questions.

[David A Foulkes]

I'm not sure why you think anyone here would know the answers to those questions.

Hopefully Brenda does. Maybe she'll share with us, and GuestX2*, if she returns.

[Tim Wynn]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

d. When adopted. This would be when the chair announces the result of the vote, if the affirmative prevails. See RONR(10th ed.), p. 578, l. 23-26 & p. 45, l. 26 - p. 46, l. 32.

(2) does a quorum have to be defined in the Bylaws to conduct business?

No, if your bylaws are silent, your quorum is defined in Robert's Rules. See RONR(10th ed.), p. 334-335.

Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned?

Sure. You don't need a quorum in your bylaws (though you SHOULD have one), because RONR has one for you.

Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

This sounds like a bunch of the same question, and I think it's already been answered.

[David A Foulkes]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

(2) does a quorum have to be defined in the Bylaws to conduct business? Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned? Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

Your insights would be appreciated.

By the way, Brenda - are you sure there was a quorum (in your case, a majority of the voting members of the membership) at this meeting to begin with?

[Josh Martin]

I have two questions actually.

(1) When bylaws have been voted upon, when do they become effective: a. immediately. b. once signed by the officers, c. start of annual year, d. other?

(2) does a quorum have to be defined in the Bylaws to conduct business? Although our organization recently passed a number of new bylaws, a bylaw which established a quorum of the members present at a meeting failed. Since there is no mention of a quorum in our bylaws anyplace, is it appropriate to conduct business in the absence of a quorum being mentioned? Does a quorum need to be defined? Does a quorum's absence not being in the bylaws negate any business from being accomplished at future meetings?

Your insights would be appreciated.

Brenda, I should note that the previous responses assume that the assembly we are speaking of is the general membership of a society with an enrolled membership. This seems likely to me as well from the facts presented, but if this is some other type of assembly (such as a convention of delegates) or if it is a society without a reliable record of the current members (such as most churches or alumni associations), please let us know, as that will significantly change the answers to your questions.

[Tim Wynn]

Brenda, I should note that the previous responses assume that the assembly we are speaking of is the general membership of a society with an enrolled membership.

Not mine.

[Josh Martin]

Not mine.

Yes, Mr. Wynn was cautious enough to refer you to the appropriate pages in RONR rather than making assumptions.