Corporate governance and meeting procedure

[Deefstes]

OK, I feel it's time to raise the bar on just how non-diving related a question in "Non-Diving Related Stuff" can be so here goes.

Can anyone give me some more clarity on meeting procedure, what defines a quorum and how many votes are needed to pass a motion? Of course this is dependent on the particular organisation's constitution but let's assume the following.

1. A quorum is defined as the majority of seats.
2. A motion is passed by a majority of votes.

First of all, what exactly is a "majority"? Is it 50% plus 1 or is it "more than half". It may sound like the same thing but for a Board of Trustees for instance that has 9 seats a quorum could be either 5.5 (if the former is true) or 5 (in case of the latter). So which is it?

Secondly, am I correct in saying that, if a motion is passed by a majority of votes, it refers to a majority of the members present (provided that quorum is met)? Surely it's not a majority of the total seats, including those who are not present?

So, let's say a Board of Trustees consists of 9 seats, quorum is defined as a majority (more than half) and a motion is passed by a majority vote (again, more than half). Does this mean that the minimum number of votes that can pass a motion is 3? In other words, of the 9 seats only 5 are present at the meeting (being more than half and meeting quorum) of which three votes in favour are more than half (and passing the motion)?

 

[stcroix2]

You have to look at the By-Laws, in addition to the Articles of Incorporation. They will address the number of Board Members, and if they are required to be present for any actions to be taken, or if simply the members present are sufficient. It varies! And State Law dictates what is required within the Corporate structure, which is why the majority of corporations in the United States are domiciled in Delaware. In South Africa, it is anybody's guess! The above applies to the good 'ol US of A.

 

[The Kraken]

So, what's your question?

The Kraken

 

[UnderSeaBumbleBee]

Frequently the group will state in the bylaws a book which will help define the rules such as Roberts Rules of Order or Sturgis Standard Code of Parliamentary Procedure. Legislatures will often consult with the American Institute of Parliamentarians to help rule on matters not covered in the book that is designated as the guide book. They can also pass special bylaws.

A few quotes from Sturgis regarding quorums from chapter 13 of the third edition:

“A quorum is the number or proportion of the member of an organization that must be present at a meeting in order to transact business legally.

"The bylaws of an organization should stat the number or proportion of member that constitutes the quorum. In the absence of such a provision, parliamentary law fixes the quorum at a majority of members."

"A quorum always refers to the number of member present and not the number voting. If a quorum is present, a vote is valid even though fewer members than quorum vote."

 

[UnderSeaBumbleBee]

So, what's your question?

The Kraken

If only you knew! If only you and others knew, a thread like this could make split/jet, jacket/bpw, dir/dork and spare air threads look like mere childs play!!!!

 

[UnderSeaBumbleBee]

2. A motion is passed by a majority of votes.

What kind of motion are you talking about? A privileged motion, subsidiary motion, or main motion? Not to be confused with them motion of the ocean.


Anyway motions are passed based upon voting rules which are determined by your bylaws or adopted governing parlimentary book. It may depend on the type of motion as to which kind of voting is allowed or it may be that members can demand a certain type of vote. IE let's all go home might be a voice vote. However, do we spend all the money on something might be a roll call vote or ballet vote. If you are amending bylaws other rules of voting might come into play.

 

[Deefstes]

Hmm, thanks for all the answers. I thought it was tricky but it seems I had no idea

You've answered most of my questions (even some that I didn't even ask) but there's one thing I just want to get confirmation of.

In a very simplistic example, if the constitution / by-laws determine that quorum is defined by a majority and that the status quo can be changed by a majority vote, does that mean the following:

1. If there are 9 seats on the Board, attendance of 5 will be the minimum required to meet quorum?
2. If 5 members are present, a minimum vote of 3 in favour (and 2 or less against) will be sufficient to change the status quo?

 

[Brandon]

1. If there are 9 seats on the Board, attendance of 5 will be the minimum required to meet quorum?
2. If 5 members are present, a minimum vote of 3 in favour (and 2 or less against) will be sufficient to change the status quo?

Yes and Yes.

Therein lies the danger of not attending board meetings if you're a voting member!

-B

 

[UnderSeaBumbleBee]

In a very simplistic example, if the constitution / by-laws determine that quorum is defined by a majority and that the status quo can be changed by a majority vote, does that mean the following:

1. If there are 9 seats on the Board, attendance of 5 will be the minimum required to meet quorum?
2. If 5 members are present, a minimum vote of 3 in favour (and 2 or less against) will be sufficient to change the status quo?

"A quorum always refers to the number of member present and not the number voting. If a quorum is present, a vote is valid even though fewer members than quorum vote."
Yes, if a quorum is present for the type of motion that they wish to pass, it will pass even if all members present do not vote. So in your example if 5 were present and that was the number required and only 3 decided to vote, two for and one against the motion would pass. If it required a 2/3 majority of the votes to pass, it would in fact do that because only three people voted. You can set your bylaws up to be anything you want them to be. You could say that a certain percentage must be present and a certain percentage much also vote.

In you watch C-Span you will note that often members don't want to take a stand on a certain bill and just vote present. As long as a quorum is present the law passes or fails based on the vote outcome even if many many members vote present.

You can have special quorum rules for certain motions as defined in the bylaws. In the absence of specific by laws, you fall back upon an accepted parliamentary text book. If the question is not answered there, then you seek counsel of a recognized parliamentary expert. My late professor served as the counsel to several state legislatures as well as the US Senate. When there was a dispute about rules of the governing house, a person such as herself would be called into to look at the dispute, bylaws and governing rules as well as history of that particular meeting body to determine past precedent and to interpret current understanding of the rules based on any changes to the bylaws. Such persons are also called to testify in Federal Court as expert witnesses about whether or not a particular group acted properly within the scope of the rules and their authority.

 

[Deefstes]

My word, that is fascinating! Thanks for the explanation.

My question originated in a minor issue we had on our Board of Trustees meeting for the Body Corporate of the complex I live in but it was really more out of curiosity that I posted it here. Your answer didn't only answer my question (and illustrated that we'd need to have a proper look at our constitution, sectional title act and by-laws) but also satisfied my curiosity.