Roberts Rules Has Been FUNDAMENTALLY CHANGED (a mistake)

Jim,

Well, the fact that business organizations usually follow RROO, the Florida Statutes require that HOAs must follow the Statutes for each type HOA, that being 718 for condos, 720 for HOAs and 723 for Mobile Home associations.

Probably somewhere in your documents, as mine state, that RROO should be followed but that is for meeting decorum and procedures, definitely not for voting and quorum requirements.

Jim didn't you like our replies the last time you posted about the quorum requirement? Did you think rephrasing the question would change the answer?


Regardless of what RRO states to be a quorum and regardless that your documents say that "The Bylaws of my Association state that Robert's Rules of Order is the parliamentary authority except where the Bylaws differ, in which case the Bylaws supercede Robert's Rules of Order."

The controlling statute would be:
720.306 Meetings of members; voting and election procedures; amendments.--

(1) QUORUM; AMENDMENTS.--

(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained."

So unless your quorum requirement in your By-Laws is less than 30% then by statute 30% would be your quorum requirement and since you also stated that your By-Laws carried no quorum requirement for elections:

So for election meetings you would have no quorum for all others it would be 30% not the majority that RRO is calling for.

My view is that the later editions have it right. You posted the rationale in your original post.


Without the exclusion of blanks and abstentions, blanks and abstentions would be counted as "against" the motion which is clearly contrary to the intent. They basically choose not to vote and accordingly, their votes even if submitted don't count.

If the total is 100, and if 51 is the quorum, and if only 70 are present, and if only 60 vote, 10 abstaining, then a majority of those present and voting is 31, whereas a majority of those present is 36. So there is a difference between a majority of those present and voting and a majority of those present. But I'm not talking about that.

I'm talking about the minimum required number, which is not an issue in the example above because more than a quorum is voting.

The concept in voting is that not less than a majority of some number can act. If there is a minimum number that is required to act, then it has to be not less than a majority of another minimum number. What is that other minimum number?

If that other minimum number is the minimum number that is required to VOTE in order for a majority to be able to ACT, then that other minimum number has to be 3, because 3 is the smallest number of members that can vote in order for a majority (2 members) to act.

In contrast, if that other minimum number is the minimum number that is required to be PRESENT (and thus able to vote) in order for a majority to be able to ACT, then that other minimum number is the QUORUM number, in which case not less than a MAJORITY of that QUORUM number can ACT. In the earlier example, the quorum number is 51, which would mean that not less than 26 could act in the name of all 100, which is ABOUT ONE FOURTH of the total 100.

This is consistent with the example presented in Section 64 (titled "Quorum") in the fourth (1915) edition of Robert's Rules of Order, which specifically states that “if a bare majority of the membership is PRESENT ... a majority vote (which means a majority of those who vote) shall be sufficient to make the act the act of the body” and that “this gives the RIGHT to ACT for the society to ABOUT ONE FOURTH of its members.”

Thus, not less than about one fourth (a majority of a quorum, if the quorum is a majority of the total membership) of the total membership has the right to act in the name of the entire membership.

http://www.rulesonline.com/rror-11.htm#64

Earlier in this same section (64) in the fourth (1915) edition, it is stated that a "quorum" is "such a number as must be present in order that business can be legally transacted" and that "the QUORUM refers to the number PRESENT, NOT to the number VOTING." The tenth (2000) edition states the the same thing.

Why is it emphasized that the QUORUM refers, NOT to the number VOTING, but to the number PRESENT? The example provided in the same Section in the fourth (1915) edition explains why.

As shown in the example, it is NOT a majority of the number VOTING (which could be a smaller number due to abstention), but a majority of the number PRESENT, that is, ABOUT ONE FOURTH (a majority of a majority is 26 out of 100, which is about one fourth), which has the RIGHT to ACT in the name of the entire membership. Not less than a majority of a quorum can act.

This appears to be what is meant by the statement that "the QUORUM refers to the number PRESENT, NOT to the number VOTING."

What is the purpose of a quorum (a minimum number that is required to be present [and thus able to vote]), if not to establish a minimum number (a majority of a quorum) that has the right to act in the name of the entire membership?

In Section 3, on page 20, in the tenth (2000) edition, it is stated that the purpose of a quorum is to establish "a protection against totally unrepresentative ACTION (as opposed to presence) in the name of the body by an unduly small number of persons." This stated "protection" only exists if the number of members who can ACT in the name of the body is NOT LESS than a MAJORITY of a QUORUM. If as few as 2 members (an unduly small number of persons) can ACT in the name of the body, then there is NO such "protection."

Further, both the fourth (1915) edition and the tenth (2000) edition state that Robert's Rules of Order is based on what Congress does (at least in the fundamentals, though not in the details), and in Congress, NOT LESS than a MAJORITY of a QUORUM can ACT, which is consistent with the stated purpose of a quorum on page 20 in the tenth (2000) edition and with the example in Section 64 in the fourth (1915) edition and with the emphasis in both editions that the QUORUM refers to the number PRESENT, NOT to the number VOTING.

Jim

Jim, forgive me but if you have a problem with the change you really need to take it up with the Robert’s company. Despite the phrase in your By-Laws: “The Bylaws of my Association state that Robert's Rules of Order is the parliamentary authority except where the Bylaws differ, in which case the Bylaws supercede Robert's Rules of Order.” RONR cannot supersede the controlling statutes even if any particular State has weak HOA statutes, the States non-profit statutes would apply.

IMO it would be rare that an Association didn’t have both a quorum requirement and a threshold for an item to pass. In my COA there is a 51% quorum requirement for member meetings with a majority vote of those in person or by proxy to elect. To change the Declarations it would require a quorum of 51% to hold the meeting but it would take 75% of all homeowners voting yes to pass.

In your case you state “There shall be NO QUORUM REQUIREMENT for election of Directors" that is in fact a quorum requirement that there shall be no quorum for that type of meeting. For every other type of meeting the State statute would apply: (a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained."

The next sentence also applies; you must have a 30% quorum to call the meeting and if you have that, then the majority in person or by proxy rules.