I have no official status, I've just been a member for a long time and know Robert's Rules pretty well. The 2021-2022 President has graciously authorized a wiki account for me so I can help organize and clean up the policy wiki.
This page is for summary answers to questions I get a lot. It is not policy. I will link to policy. If policy is updated, then this page may become out of date. These are also my interpretations - you can and should click through and speak up if you disagree. The longer it's been since I updated it, the more important it is to double check.
Board Power In-Meeting FAQs
Do we have quorum?
Starting a meeting
Quorum is defined in I. MEETINGS#I.B. DIRECTORS' MEETINGS I.B. Directors' Meetings. To start a meeting, you must have a group that satisfies all of these:
- 2/3 of the total number of Directors are present
- Directors are present from at least half of the units.
Ellie's personal opinion: It is not clear to me whether "total number of Directors" refers to the total number of seats, or the total number of Directors who have actually been elected. Presumably this was written with the assumption that these two would always be pretty much the same. My opinion is that it should be interpreted to be out of the total number of seats, because with an extremely large number of vacant Board seats such as the one we had at the beginning of June 2021 (due to COVID), the other interpretation would lead to very small number of people having quite a bit more power than I think these bylaws were meant to allow for.
Continuing a meeting
You can keep the meeting going even without quorum as long as you still have 1/2 of the directors that were present in the beginning of the meeting. However, the voting thresholds are still based on the original quorum (2/3 of Directors representing at least half the units). For the rest of the meeting (unless more people join), "majority" means majority *of quorum*. As I.B.2.c concludes, "Therefore, it takes over one-third of all directors to pass a motion".
Example: As of September 2021 we have 20 units (17 houses and 3 apartments), and 27 Director seats total (15 from small and medium houses, 4 from the 2 large houses, 4 from Rochdale, 2 from Fenwick, the BSCEA rep, and the BSCAA rep. This means quorum to start a meeting is 18. If the meeting starts with 18 people, then items that require absolute majority will take 10 votes to pass. Now, let's say the meeting's running late, and 3 people leave while there are still voting items on the agenda. There is a heated discussion on the motion on the table, and the vote is divided: 8 in favor, 5 against, and 1 abstaining. This motion fails, even though 8 is a majority of 15, because it doesn't have majority of quorum, which is still 18.
Ellie's personal opinion:
This is not how we've been doing it, but reading closely to make this FAQ, I think this is the correct interpretation of I.B.2.c. However, it is unclear what abstentions mean on simple majority votes with this in effect. If the meeting still had 18, and the vote were 8 in favor, 4 against, and 5 abstaining, then (assuming the threshold was simple majority), the motion would pass. So if the vote after losing quorum were 8 in favor, 4 against, and 2 abstaining, then I think you could argue that the abstentions "count as yes" for purposes of quorum, because even if the 3 people hadn't left, they wouldn't be able to change the outcome of the vote. But you could also argue that it just goes to show that the body isn't sure enough about passing it to proceed without more Directors being able to vote.
The main point here is that we shouldn't treat leaving the meeting early as intentionally abstaining from the rest of the votes. Board makes decisions on behalf of the entire membership, and actively abstaining during the meeting when you have all the information and could have voted yes or no, is different from simply not being at the meeting when the vote happens. The former is some kind of consent to the outcome of the vote, whereas the latter is clearly not affirmative consent. So, when it comes to abstentions when you've lost quorum, I'd advise use your judgement and be cooperative.
Can we make an exception to Robert's Rules?
In general, yes, as long as you have 2/3 in favor of the exception. See Parliamentary Procedure for a nice table of voting thresholds for different things. However, a lot of the things people actually mean when they ask this question, are not actually in Robert's Rules but in BSC policy or bylaws. See the next two questions...
Can we make an exception to policy?
In general, Policy is created by Board, and Board has the power to change policy. An exception is basically the same as changing policy and then changing it back after you've done the thing you want to make the exception for. Board is allowed to do this, as long it's not going against something in bylaws about notice to members etc. But, it's prudent to err on the side of not doing this on the spot in a meeting - policies generally were written how they were for a reason, so if you're not sure why it said the thing to begin with, you might want to figure that out before changing it.
Can we make an exception to bylaws?
No. Board always has to follow bylaws. Exceptions to policy are possible because changing policy is possible. But changing bylaws is much harder than changing policies. See XIII. AMENDMENTS OF BYLAWS. Board can make some kinds of bylaw changes without a vote of membership, as long as they are not adopting, amending, or repealing Bylaws that fix or change the number of Directors. A summary table (as always, informational only):
|Bylaw change method||Who can initiate?||Who has to vote?||Votes threshold?||Minimum time required||Types of bylaw change that can be done this way|
|Membership referendum (XIII.1)||Board||50% of the entire membership participating||60% of those casting votes||No requirement, but the last time we did this (in Spring 2015), it took most of the semester.||Any|
|Membership petition (XIII.2)||Anyone||Absolute majority of the entire membership||Absolute majority of the entire membership in favor||No requirement. I don't know of any examples of this being done.||Any|
|Membership meeting||Board or Membership. If initiated by members instead of Board, requires petition signed by 20% of membership.||See I. MEETINGS#I.B. GENERAL MEMBERSHIP MEETINGS. 10% of the entire membership.||Majority of quorum at duly convened meeting for the purpose of amending bylaws.||At least 2 days notice to membership||Any|
|Vote of Board with 25 days written notice||Board||Absolute 2/3 majority of Directors||Absolute 2/3 majority of Directors||25 days notice||Cannot be used to fix or change the number of Directors. If it is used to affect other rights of members, a referendum must be initiated immediately after (see I.D. Referenda & Petitions, and also note below).|
|Vote of Board without 25 days written notice||Board||Unanimous consent of entire Board required in order to waive the notice requirement||Absolute 2/3 majority of Directors||Same as any other Board vote||Same restrictions as above|
Policy additionally states that "Any change to the Bylaws that affect the rights of members will automatically initiate a member referendum in the earliest possible contract period such that the referendum can be completed in accordance with referenda Deadlines". The process for actually conducting a membership referendum is given in I.D. Referenda & Petitions of policy, and is not a bylaw itself. In general, policies around referenda and GMMs are a bit weird currently because they used to have full power of Board, but now just have very high barriers for forcing an item onto the Board agenda.
Ellie's personal opinion: The "any change that affects the rights of members" line was in bylaws prior to Spring 2015 and probably should have been included in the revised XIII. Membership checks on Board power should in general be written into Bylaws in a way that Board cannot amend on its own, because a corrupt Board could in theory create an "exception" to this policy. A cooperative Board should interpret I.D.1.03 as binding. An uncooperative Board should at the very least seek legal advice before attempting to circumvent it, because members of the corporation do have additional rights under California Corporations Code beyond what is explicitly specified in bylaws.