What is a quorum? That is a basic question for government boards, commissions and committees. There should be a simple answer to this question, but a recent experience proved otherwise.
A few days ago we had a meeting of the Board of Abatement in my town of Cambridge, Vermont. I am on this board, and I was elected to take the meeting minutes so I found myself thinking about quorum requirements more than usual.
What is a Board of Abatement? Per 24 V.S.A. § 1535, the board hears certain kinds of property tax appeals. (V.S.A. = Vermont Statutes Annotated, i.e., state law)
Who is on the Board of Abatement? Per 24 V.S.A. § 1533, it consists of the Board of Civil Authority plus the listers and the town treasurer. The Board of Civil Authority (24 V.S.A. § 801) consists of the town clerk, selectboard members, and justices of the peace. There are three listers, three selectboard members (I am one), and nine justices of the peace (JPs). If no person holds more than one office, that is 17 individuals. How many need to be present for there to be a quorum?
The general rule about quorums for state and local government in Vermont is given by 1 V.S.A. § 172 which says:
When joint authority is given to three or more, the concurrence of a majority of such number shall be sufficient and shall be required in its exercise.
Therefore we need a majority of 17 for a quorum, which is nine.
But wait, we aren’t done. Are there any special rules that override the general rule?
Yes, there is a special rule in this instance. 24 V.S.A. § 1533 says: “the town treasurer, a majority of the listers, and a majority of the selectboard” can constitute a quorum. That means as few as five individuals could constitute a quorum. However, that did not apply for our recent meeting. The town treasurer and all of the selectboard attended, but only one of three listers attended. So we are back to the general rule, with nine needed for a quorum.
But wait, we aren’t done. What if some of the positions are vacant?
For example, suppose two of the JP positions are vacant. Do we need a majority of 15 positions (just the positions that are filled) or a majority of 17 positions (all the positions)?
Either approach is logical. One just needs to know which approach is being used. In North Carolina, for example, a majority of just the positions that are filled is needed for a quorum for city councils, while a majority of all the positions, even if some of the positions are vacant, is needed for a quorum for county boards of commissioners. In Vermont, the language above in 1 V.S.A. § 172 is understood to mean that we need a majority of all the positions, even if some are vacant. So we still need nine individuals for a quorum.
But wait, we aren’t done. Does it matter why a position is vacant?
Suppose the two unfilled JP positions are vacant because those persons moved out of town. Above I paraphrased 24 V.S.A. § 801 about the composition of the Board of Civil Authority. The actual language is:
The town clerk, selectboard members and justices residing in a town shall constitute the board of civil authority of such town.
Is the language about “residing in a town” relevant? It seems like it should be, or it wouldn’t be in the statute, but I could not find any discussion online about how this language might inform a quorum calculation. It seems that one could make the case that since the two missing JPs don’t live in town, they are not part of the Board of Civil Authority, and we should not count those two positions. In that interpretation, we would need a majority of 15 to constitute a quorum, which is eight.
But wait, we aren’t done. Does it matter where the two missing JPs moved to?
Suppose one of those persons moved to another town within Vermont, while the other moved out of state. The publication “The Vermont Justice of the Peace Guide” from the Vermont Secretary of State’s office includes the following language pertaining to vacant JP positions:
The governor may fill a vacancy in the office of justice of the peace. A vacancy can occur by resignation, death, insanity or when an incumbent moves to another state. Resignations can be sent to the town clerk and the Office of the Governor.
17 V.S.A. § 2623.
* Moving to another Vermont town or county does not create a vacancy.
Emphasis in the original.
There is no mention in 17 V.S.A. § 2623 about a distinction between moving out of state and moving within state. Indeed there is no mention about moving at all, so I don’t know where the language in the above quote comes from. Perhaps there is an explanation somewhere that I did not find, but at this point I give up. It should not be this complicated to determine how many people need to attend a meeting to have a quorum.
Above we have consulted multiple sections of Vermont law and a publication by the Secretary of State’s office. And we still do not have a clear understanding of the quorum requirement! This level of complexity does not make for good government.
Fortunately, we unquestionably had a quorum at our Board of Abatement meeting a few days ago. The town clerk and town treasurer in Cambridge are the same person, and we have one lister who is also a JP. So we were dealing with a board with 15 individuals instead of 17. We had one JP (not the one who is a lister) who had moved to another town within Vermont. So we were dealing with a count of either 14 or 15 depending on whether or not we should count the position of the JP who had moved out of town. In either case, a majority is eight, and in any event, we had nine individuals present. Whew!
Now let’s consider quorum requirements for the Board of Civil Authority.
The Board of Civil Authority has two main functions: election issues and certain kinds of appeals related to property taxes. As noted above, the Board of Abatement also hears certain kinds of appeals related to property taxes. The purpose of this blog post is to discuss quorum requirements, not which board hears what kind of appeal, but for the present discussion it is worth noting that the two boards are related, both in composition and (in part) in function.
Above I noted that the Board of Civil Authority consists of the town clerk, selectboard members, and justices of the peace. In Cambridge, that is 13 individuals, only two less than the Board of Abatement. How many of the 13 are required for a quorum? If the general rule at 1 V.S.A. § 172 applies, the answer is seven (a majority). Does the general rule apply, or is there a special rule?
There is a special rule at 24 V.S.A. § 801:
The act of a majority of the board present at the meeting shall be treated as the act of the board, except that when the board is dealing with election issues, 17 V.S.A. § 2103(5) shall control.
So, except for election issues, whoever shows up at the meeting constitutes a quorum. That is so much simpler than the rules for the Board of Abatement! There is no need to worry about how vacant positions affect the quorum calculation, or why they are vacant, or where missing JPs moved to. However, it also seems to mean that if only one person shows up for the meeting, that person is a quorum, which seems like an odd situation.
For election issues, we need at least three people to concur per 17 V.S.A. § 2103(5):
Except as otherwise provided in this title, those members of the board of civil authority present and voting shall constitute a quorum, provided that official action may not be taken without the concurrence of at least three members of the board.
But even this special rule is further modified by another special rule in 17 V.S.A. § 2451 for election issues on election day which allows a single person to constitute a quorum. So many special rules!
The quorum rules for the Board of Abatement and Board of Civil Authority are complex, and this is my first in-depth look at them. If I have missed or misstated anything, I hope that informed readers will correct me.
UPDATE 12/08/17: Minor wording changes to improve clarity. No changes in either the facts or the conclusions.