Ericson and KG Memos on Commission Membeship

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Mr. James Ericson August 22, 2014 Page 3 448566v2 SJR MU210-4 …in the absence of charter or statutory provision applicable, to the contrary, a majority of a definite body, or of the governing body of the corporation, as the board of directors, the board of alderman, the council, etc., consisting of a definite number, when duly met, constitute a quorum for the transaction of business, and the vote of a majority of those present (there being a quorum) is all that is requisite for the adoption or passage of an ordinance or by-law or motion, or the doing of any other act which the body has the power to do…. 4 McQuillan Mun. Corp. § 13:34 (3d ed.). Under this default rule, since Mounds View’s charter commission is to be composed of eleven members, six members would constitute a quorum. Notwithstanding the above-cited definition, the Minnesota legislature has delegated to charter commissions the authority to draft their own rules of operation, including the setting of quorum requirements. Minnesota Statutes, Section 410.05, subd. 2. The Commission bylaws provide that the quorum is a majority of qualified and acting members. Bylaws, Art. III, §3 (emphasis added). It is not clear what the term “acting” means, but even if the Commission intended it to mean only those who are participating in meetings, the Commission would not appear to be able to set the quorum of the Commission at a number that constitutes less than the default rule described above, i.e., a majority of the full complement of its members. If the Commission could set the quorum requirement at a majority of those currently participating in meetings, then a quorum of the current Commission membership would be three, and would conceivably drop to a lower number if another member resigned. Such an outcome runs contrary to the above- discussed implicit legislative intent behind the statutory requirements for setting the number of members and the filling of vacancies. Thus, regardless of the number of commissioners currently on the Commission, a quorum for the Commission should never fall below six members. Cf. State ex rel. Peterson v. Hoppe, 194 Minn. 186, 260 N.W. 215 (1935) (“[w]here a charter or statute provides that the vote of a majority of the members elected to the council shall be necessary to pass a measure, the fact that there are vacancies in office due to death, resignation, or other cause, does not diminish the number of votes necessary to pass such measure.”) SJR:jms Enclosures