Thanks, I will use your responses as a guide to form our bylaws. Everyone has helped a great deal and I (and I am sure others) appreciate it. We are all trying to help our communities and this site is a wonderful place to learn how to accomplish our goals! Thank you!

Critter - while I recognize the danger of allowing a small number of people to constitute a quorum, the fact is that with PTO's you often only have a handful of folks. If you set a specific number, you run the risk of not being able to transact business. While it is the weaker choice, procedurally we went with a quorum being those present.

Now that I look at our old bylaws, some areas are a bit redundant, but here are the sections dealing with that.

Note - Ally - I didn't offer you a copy of ours because we didn't incorporate. We have a Constitution and a Bylaws - two separate documents.

Article B: Meetings

Section 1

1. A general meeting of the organization will be held in by September 30th to approve the budget for the fiscal year.
2. Members present at a general meeting shall constitute a quorum.
3. A general meeting of the organization shall be held in May of each year for the purpose of reorganization for the coming year.
4. The President or the Executive Board shall set other general meetings.

Section 2
Executive Board meetings shall be set by the President or by the majority of the Executive Board.

Section 3
Resolutions or recommendations of the Executive Board shall be approved by a majority vote of the members in attendance at any general meeting.

Section 4
Any proposed Constitutional or By-Law amendments shall be presented to the general membership in written form before the meeting in which it is to be considered.
.
.
.
Article F: Voting

Section 1
All motions and elections, except those expressly stated otherwise in the Constitution or By-Laws, shall be carried or failed by simple majority vote of members present and voting.

Section 2
Candidates shall be voted on in the order they are listed in the By-Laws. However, if there is one candidate for an office or offices, those offices shall be voted on first.

Here is an excerpt from "The Modern Edition: Robert's Rules of Order" by D. Patnode regarding quorum,

"A Quorum is the minimum number of members that must be present at a meeting for the transaciton of business. Unless there is a rule to the contrary, a quorum is a majority of the members. It is usual, however, to adopt a much smaller number, the quorum often being less than 1/12 of the members. An organization's quorum for meetings must be set in the bylaws, preferably as a fractionor a percentage, rather than an absolute number.

While a quorum is competent to transact business, it is usually not prudent to transact important business unless there is a good attendance at the meeting." (Page 90)

And from "Robert's Rules in Plain English" by D. Zimmerman,

"The purpose of quorum is to prevent an unrepresentative group from taking action in the name of the organization." (page 8)

It seems a bit dangerous, and contrary to the concept of quorum to define it in such a way that 1 or 2 members could transact business. According to the interpretation of RRO in my little books cited above, you can't suspend quorum. If quorum is not present, the chair should figure out how to get quorum (we once had to run thru the school asking teachers who had stayed late to come into our meeting for a vote) or adjourn the meeting.

I need to retract something I said in my earlier post on quorum. According to Patnode, "There is no requirement, however, that a quorum vote on any given motion; it is entirely possible that members will abstain, and the rule of quorum is merely that the members be present, not that they vote." [page 91] So...as long as you have quorum in the house, you can vote, even if some of those members chose not to vote (i.e. abstain).

When I became PTO president a few years ago, I bought two summary books about RRO, the ones I cited above. These guides have been indespensible in understanding the nuances of RRO. I bought two different ones so I could see two interpretations by differnet editors. Major Robert's orignial rules are over 800 pages, so having a summary is essential. And since we're not running the Congress nor studying to be certified parliamentarians, I think a summary book serves the PTO just fine. I found my books at Borders for about $5 each. A very worthwhile investment.

I will need to read up on "quorums", but the reality of our group is that although we have about 200 members (no dues are required, only the filling out of an informational form and optional donation) only about 5 members other than the board are ever present at our meetings. I suppose the other members are happy to leave the decision making to others. According to the NJ incorporation laws, a Members Quorum is "a majority of voting members or else as specified in articles or bylaws". Can I specify that a quorum is however many, no matter how few, are present at any given meeting?

On another note, can the "directors" and "officers" be one in the same and can they also be designated "members? As you can gather, our group is quite small yet we still bring in enough money through membership and programs (ticket sales, fundraisers etc.) to require that we formalize.

Thank you for all of the help.

You should specify a quorum in your bylaws which is the minimum number of members needed present and voting in order to conduct business. No one would ever set quorum at 100% of membership. That would be impossible to require. We set ours at 15 (for a PTO with about 30-60 active members) for general meetings and 4 for Exec Board meetings. You want a quorum number low enough to be attainable and realistic, but high enough to ensure all angles are considered during voting. Our byalws have been approved by the IRS and they specify the quorum numbers above. By the way, as Jim suggested, we automatically grant membership (with voting rights) to all parents/guardians/staff, including the principal.

Notice above I said, "present and voting". I remember reading in my RRO book that abstaining is the same as not voting, so someone who abstains doesn't get counted toward your total quorum number. Generally, Roberts Rules frowns on the idea of abstaining. I think Mr. Roberts sees it as cowardly.

Thanks.