How to Determine a Quorum

[Guest Pam Duffy]

Our organization is I think a bit unique in that only those members that pay dues have voting rights. Although unusual, we do not currently collect dues from all members, but rather only from those who are willing to pay dues and then have voting rights.

I have a question on the issue of quorum. Currently, our bylaws state, “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”. This means that if only three voting members are present, two of the three would represent a quorum should a vote be taken. However, this is not a true representation of the body as Robert’s calls for. Please keep in mind that we do utilize Robert’s to govern the organization.

Last year (2010), we had 80 dues paying members. Two-thirds of 80 would be roughly 54, which is what Robert’s would deem a quorum to legally transact business. However, our meetings have never drawn 54 plus dues paying members to the business portion of a meeting and on an average probably only draw 30. Yet, we have proceeded to take a vote on issues despite having a true quorum as per Robert’s. This is obviously concerning to some of the Board members.

Robert’s states, “…a provision of the bylaws should specify the number of members that shall constitute a quorum, which should approximate the largest number that can be depended on to attend any meeting…”.

We are looking for some guidance from your forum as we are in a quandary.

How would you propose we accurately determine a quorum given our unique make up? How do we determine an appropriate number or ratio that would approximate “the largest number that can be depended on to attend any meeting”?

[Chris Harrison]

Our organization is I think a bit unique in that only those members that pay dues have voting rights

Do your bylaws actually say that only members who have paid their dues have voting rights?

How would you propose we accurately determine a quorum given our unique make up?

Your bylaws say "At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum" which unfortunately is very clear Although the bylaws define a quorum in a way that is not in line with how RONR defines a quorum as you noted you will need to follow your bylaws until you can amend them.

How do we determine an appropriate number or ratio that would approximate “the largest number that can be depended on to attend any meeting”?

That is up to you all to determine for yourselves. But you might want to take into account factors such as how far dispersed are the members (if everyone is in the same neighborhood a quorum might be able to be higher than if they are spread throughout the state or country).

[Robert B Fish]

The framers of your bylaws seem to have misunderstood the meaning of quorum. It's the number of members ho must be present in order to conduct business. Specifying a fraction of the number of members present just, well, doesn't compute. The good news for us at this forum is that your organization must determine the meaning of your bylaws. [page 570 and also see the principles on the following pages]

After you figure out what they mean, you should amend them to something that is clearer. Consider "the presence of 25 voting members shall constitute a quorum" or "the presence of 1/3 of the voting members shall constitute a quorum."

To amend your bylaws, you need to follow the current bylaws for notice, vote, and quorum needed.

-Bob

[tctheatc]

I have a question on the issue of quorum. Currently, our bylaws state, “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”. This means that if only three voting members are present, two of the three would represent a quorum should a vote be taken. However, this is not a true representation of the body as Robert’s calls for. Please keep in mind that we do utilize Robert’s to govern the organization.

If that's how your group interprets that section of your bylaws, then I don't see where you really have a problem. I have doubts that is what really was intended when that 2/3 rule was written. With your interpretation, 1 would be a quorum, also. You basically ALWAYS have a quorum if you look at it that way. That's the good news!

If you are concerned that as few as 1 is not a reasonable minimum, you are on the right track! Have your bylaws amended in whatever way is necessary to make it more reasonable, but not as high as the 2/3 of 80 that in my opinion (for what that's worth!) is what your bylaws is really talking about. You have the info right there from RONR yourself. You know what needs to be done. Get cracking!

[hmtcastle]

Currently, our bylaws state, “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”. This means that if only three voting members are present, two of the three would represent a quorum should a vote be taken.

Lets assume your bylaws make sense (or were intended to make sense) and that your quorum requirement, however poorly worded, is two-thirds of the voting membership and that the voting membership includes only dues-paying members. As you correctly observe, with 80 dues-paying members you'll need at least 54 of them to show up if you want to conduct any substantive business. Any business conducted in the provable absence of a quorum is null and void.

The solution, of course, is to amend your bylaws to reduce the requirement (and, at the same time, tighten up the wording). The RONR default quorum is a majority (more than half) of the membership so that's as good a starting point as any. You can either specify a percentage (e.g. 25%) or a fixed number (e.g. 25). There are advantages and disadvantages to each.

[by the way, bylaws that try to appear precise by repeating "two-thirds" as "2/3", as if there could be any confusion, seem more likely than not to be poorly written.]

[Guest dan]

I have an alternate interpretation of the stated provision of your bylaws:

Currently, our bylaws state, “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”.

I believe you can interpret the English language sentence to mean if 2/3 of the voting member are present at a meeting, there is a quorum.

The other interpretation makes no sense at all.

I do agree, though, that revising the wording to avoid confusion should be done ASAP.

[Chris Harrison]

I believe you can interpret the English language sentence to mean if 2/3 of the voting member are present at a meeting, there is a quorum.

I don't think the English language sentence can be reasonable interpreted to read that way. I think the bylaws are quite clear in what they mean even though it makes no sense. If the organization's intent was for a quorum to be 2/3 of the voting members I would suggest they take the great thinker Horton's words to heart "I meant what I said and I said what I meant."

[hmtcastle]

I think the bylaws are quite clear in what they mean even though it makes no sense.

Some might consider that a statement that makes no sense.

If there's one interpretation that makes sense, and another that doesn't, why choose the one that doesn't?

[Chris Harrison]

Some might consider that a statement that makes no sense.

Probably so.

If there's one interpretation that makes sense, and another that doesn't, why choose the one that doesn't?

I would agree if the language was unclear but it seems to be very unambiguous to me and shouldn't be subject to a revisionist interpretation just because the organization doesn't like what it says. That is what bylaw amendments are for.

[hmtcastle]

I would agree if the language was unclear but it seems to be very unambiguous to me . . .

I would suggest that the fact that Ms. Duffy, reflecting the concerns of some of her fellow members, sought the advice of this forum, and the fact that several of us have interpreted the text differently, speaks to its ambiguity.

But you're certainly free to consider the language very unambiguous.

[Josh Martin]

The RONR default quorum is a majority (more than half) of the membership so that's as good a starting point as any.

Although RONR also notes that a majority is unattainable for the general membership of most organizations.

How would you propose we accurately determine a quorum given our unique make up? How do we determine an appropriate number or ratio that would approximate “the largest number that can be depended on to attend any meeting”?

Well, if your average attendance is about 30, then you should probably set your quorum a little lower than that. There's going to be some natural fluctuation in attendance so you should set it below the average. One way of thinking about it is estimating what would likely be your "low point" for attendance barring unusual circumstances (like a blizzard). Another way of thinking about it is at what point would the group be so small that you start to get nervous about them making decisions for the entire organization. Would you be okay with ten members spending your organization's money? What about five?

Setting quorum is, of course, a balancing act. If you set it too high, the organization can't get a quorum and can't do anything. If you set it too low, one snowy night the three members who actually show up decide they should go to Tahiti on the organization's dime. I would say that if you're unsure it's better to set it a little on the lower side, as it's a lot easier to fix a quorum that's too low than to fix one that's too high (especially if it's WAY too high). We quite frequently get people on the forums asking what they can do if they can never get a quorum, and sadly the only answer is "Try harder." It sounds like you might have that problem right now.

Edited January 30, 2011 at 05:32 AM by Josh Martin

[Gary Novosielski]

I don't think the English language sentence can be reasonable interpreted to read that way. I think the bylaws are quite clear in what they mean even though it makes no sense. If the organization's intent was for a quorum to be 2/3 of the voting members I would suggest they take the great thinker Horton's words to heart "I meant what I said and I said what I meant."

I disagree.

Take the sentence:

“At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”.

Strike the words 2/3 of the voting members, and replace them with the words twenty members. And we have:

“At a general meeting, twenty members present at any general meeting shall constitute a quorum”.

Either one makes sense. And since "twenty members" and "two-thirds of the voting members" both refer to a number, the substitution would appear to make sense as well.

Is it well written? Umm, no. I'm not particularly fond of the repetition of "general meeting", since members' presence at any general meeting can be assumed to have occurred at a general meeting. That alone would lead me to go back to that page and see if I had read it wrong. If the needless duplication were stricken, we have:

"At a general meeting, 2/3 of the voting members shall constitute a quorum."

... which is getting better. But clearly the language is ambiguous, or we wouldn't be debating it, so it requires interpretation by the society itself.

[tctheatc]

Either one makes sense. And since "twenty members" and "two-thirds of the voting members" both refer to a number, the substitution would appear to make sense as well.

20 is definitely a number, an integer. 2/3 of voting members is not an integer; it is a differential equation, as in calculus. It is an expression of the relationship of variables, it explains x as a function of y. As the number of people rises or increases (at the meeting) the equation explains how the other variable changes in relation.

I would argue, then, that both expressions are not numbers. In fact, whether or not "2/3 of the voting members" is a hard number is exactly the question at hand (does it mean 2/3 of the membership roll of 80 or does it mean 2/3 of whatever number of people we count in the seats at a given time?), so claiming it's a hard number is begging the question. (I mean that in the sense I learned in philosophy, i.e. stating positively the question at hand as a premise, not in its current common usage as a substitute for "raising" the question.)

I am enjoying this discussion of what should be a really simple concept. My church has a similarly vague definition of quorum I'd love to amend.

[Gary Novosielski]

20 is definitely a number, an integer. 2/3 of voting members is not an integer; it is a differential equation, as in calculus. It is an expression of the relationship of variables, it explains x as a function of y. As the number of people rises or increases (at the meeting) the equation explains how the other variable changes in relation.

I would argue, then, that both expressions are not numbers. In fact, whether or not "2/3 of the voting members" is a hard number is exactly the question at hand (does it mean 2/3 of the membership roll of 80 or does it mean 2/3 of whatever number of people we count in the seats at a given time?), so claiming it's a hard number is begging the question. (I mean that in the sense I learned in philosophy, i.e. stating positively the question at hand as a premise, not in its current common usage as a substitute for "raising" the question.)

Okay, well, what I said was that they both refer to numbers--not necessarily integers, but certainly rational numbers. Obviously 20 refers to twenty. And "2/3 of the voting members" refers to a fraction of the voting members. That's not a differential equation, as in calculus. It does not refer to a derivative; its rate of change is a constant, 2/3. And it's not an equation because it has no equal sign. But it does refer to a number. It refers to that number of members which meets or exceeds 2/3 of the total.

But that's not the point. The fact that a fixed number or a fraction of the membership are both acceptable ways to refer to a quorum is not in dispute.

The question is whether it refers to 2/3 of the membership, being present, or 2/3 of the membership that are present. The former interpretation makes sense, the latter does not, as it means that a quorum is always less than the number present. That could not be the intent, because no sane person who had that intent would phrase it in that way.

Either the former interpretation was intended, or the author of that language does not understand what the word "qourum" means, and was trying to express something else entirely.

[Guest Bob Sowdon]

If that's how your group interprets that section of your bylaws, then I don't see where you really have a problem. I have doubts that is what really was intended when that 2/3 rule was written. With your interpretation, 1 would be a quorum, also. You basically ALWAYS have a quorum if you look at it that way. That's the good news!

If you are concerned that as few as 1 is not a reasonable minimum, you are on the right track! Have your bylaws amended in whatever way is necessary to make it more reasonable, but not as high as the 2/3 of 80 that in my opinion (for what that's worth!) is what your bylaws is really talking about. You have the info right there from RONR yourself. You know what needs to be done. Get cracking!

[Guest Bob Sowdon]

Excellent discussion on Quorums. Some variables to add to the discussion. This group operated without bylaws for one year. During the creation of the bylaws, there was a distinction between what constituted a voting member, as paying dues.

The bylaws were designed to be simple, and be amended as needed.

Consider: The by laws were approved by the majority of persons present, at a General meeting. The concern was not having enough voting members for a quorum, as we had no standard to go by. The by laws committee was concerned if we specified a quorum as being 2/3 of total voting members, there would be no business completed.

Thus the “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”.

The bylaws committee interpreted 'voting members present' to imply that at any given meeting, the quorum was 2/3 of the voting members present at the meeting, having only a hand full of voting members present was not considered.

We are starting our second year with bylaws, and in the process of reviewing for any changes that may be needed.

Consider that there were 73 voting members by the end of 2010, counting 7 meetings, with a low of 14 and a high of 32, the average was 23 voting members that attended a General meeting. A 2/3 quorum of 73 would be 48, something the group never attained.

Thank you

[J. J.]

“At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum.”

If one voting member is present at a general meeting, 2/3 of that member shall constitute a quorum.

That seems to be the unambiguous wording of the bylaws. I would suggest you remove the words, "present at any general meeting" or buy a chain saw. You might to make it a fixed number or a lower percentage.

[Josh Martin]

Consider: The by laws were approved by the majority of persons present, at a General meeting. The concern was not having enough voting members for a quorum, as we had no standard to go by. The by laws committee was concerned if we specified a quorum as being 2/3 of total voting members, there would be no business completed.

The quorum in the Bylaws doesn't apply until the Bylaws are actually adopted. Prior to that time, the assembly is in the nature of a mass meeting, and a quorum is the members present (not any fraction of the members present, because that's silly).

Thus the “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”.

The bylaws committee interpreted 'voting members present' to imply that at any given meeting, the quorum was 2/3 of the voting members present at the meeting, having only a hand full of voting members present was not considered.

Well, that wasn't very smart, but that does seem to clarify the proper interpretation of the ambiguous phrase. In that case, your quorum requirement is way too low, and silly. You will always have a quorum present, which defeats the purpose.

Consider that there were 73 voting members by the end of 2010, counting 7 meetings, with a low of 14 and a high of 32, the average was 23 voting members that attended a General meeting. A 2/3 quorum of 73 would be 48, something the group never attained.

Somewhere in the 10-15 range might not be bad for a quorum, based on those numbers. (I'm assuming that 14 is still within the normal range and wasn't an outlier due to some unusual circumstances.) If you wanted a percentage, that would be around 15-20%.

[hmtcastle]

Well, that wasn't very smart, but that does seem to clarify the proper interpretation of the ambiguous phrase. In that case, your quorum requirement is way too low, and silly. You will always have a quorum present, which defeats the purpose.

As someone who argued for the interpretation that made the most sense, I feel obligated to acknowledge that, indeed, this organization deliberately adopted a quorum requirement that made no sense at all.

[tctheatc]

I have run into this often. people simply do not get the notion of a quorum. I have had it explained to me, patiently as if I am an idiot, that we take the number of people present there at the meeting, divide it by two, and anything more than that is a quorum!!

HUH??

So I ask, "so to determine if you have enough members at a meeting, you see how many you have, and take 1/2 of it?" Yes.

1/2 of whoever is there is a quorum. I'm told that all the time. And I wonder what is a majority of zero...

[tctheatc]

Thus the “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”.

The bylaws committee interpreted 'voting members present' to imply that at any given meeting, the quorum was 2/3 of the voting members present at the meeting, having only a hand full of voting members present was not considered.

So you went from saying you needed 2/3 of 78 (or so) for a quorum...

To saying however many voting members show up, take 2/3 of that, and that's the quorum? Is that what you're saying the interpretation of your bylaws was?

So if 60 show up, a quorum is 40?

If 10 show up, a quorum is 7?

If 1 shows up, a quorum is 1?

[Chris Harrison]

I have run into this often. people simply do not get the notion of a quorum. I have had it explained to me, patiently as if I am an idiot, that we take the number of people present there at the meeting, divide it by two, and anything more than that is a quorum!!

HUH??

So I ask, "so to determine if you have enough members at a meeting, you see how many you have, and take 1/2 of it?" Yes.

1/2 of whoever is there is a quorum. I'm told that all the time. And I wonder what is a majority of zero...

I would suggest that you ask them what they think the purpose of a quorum and point out these citations both on RONR p. 20:

The requirement of a quorum is a protection against totally unrepresentative action in the name of the body by an unduly small number of persons.

and

In an ordinary society, therefore, a provision of the bylaws should specify the number of members that shall constitute a quorum, which should approximate the largest number that can be depended on to attend any meeting except in very bad weather or other extremely unfavorable conditions.

both of which shows how absurd their position is. However, from what you say I suspect common sense would escape them.

[Kathryn Tanner]

Our non-profit is having quorum problems similar to, but not exactly the same as, some of these.  We have 12 board members and the board meets every month.  However, 3 of those members NEVER attend meetings.  By-laws just say 51% of board is a quorum.  Should we:  amend the definition of "board member" in some way that only those who can and will attend meetings will be voting members and subject to quorum count?  Should we somehow change the by-laws to allow for non-voting board members and base quorum only on voting, probably coming to meeting, members?  Two of these absent members do perform valuable functions with the organization, but they live out of town.  

[Richard Brown]

@Kathryn TannerPlease post your question by starting a new topic.  This thread is ten years old.