Charter Update Memo to Council - June 2016

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Mr. James Ericson February 10, 2016 Page 3 charter commission at a number between seven and fifteen. A home rule charter city must either have the number of charter commission members set by a judge, city council resolution, petition of voters, or it may be set forth in its charter. Minnesota Statutes, Section 410.05, subd. 1. Whichever process is used, once the number has been fixed, commission membership cannot drop without triggering the statutory process set forth in Minnesota Statutes, Section 410.05 for fiRing the vacancy. The reasoning and conclusions set forth in the cited Attorney General opinions that neither the proposal of charter amendments nor approval of proposed charter amendments can be performed in the absence of a full complement of commission members, when viewed in light of the requirements of Minnesota Statutes, Section 410.05 for the filling of vacancies, appears to continue to be valid,1 2. Authority to convene a meeting: how many members constitute a quorum? The answer to the question regarding quorum requirements is related to the above conclusion. The common law rule for the composition of a quorum is that: ... 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....2 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. I11, §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 ' The League of Minnesota Cities has similarly concluded that the "commission should always contain its full complement of members." League of Minnesota Cities, Handbook for Minnesota Cities, Part I Form and StrztctZne of the Minnesota City, Chapter 4: the Home Rule Charter City, pg. 4-9 (last revised 10/31/2015). 2 4 McQuillan Mun. Corp. § 13:34 (3d ed.). Under this default rule, since the Commission is to be composed of eleven members, six members would constitute a quorum. 469537v6 SJR MU210-4