What a mess

[lupoBello]

There seems to have been a concentrated number of violations to the rules at the last (aborted) annual meeting of our association (HOA).

Here's what happened.

 

 

The Annual Meeting of our association had been properly noticed (10 days). However, at the time the meeting was supposed to start, it became obvious that a quorum would not be established.

 

The Chair never called the meeting to order (no words to that effect were pronounced by anyone siting at the presiding desk).

The President of the Association simply called off the meeting indicating that a new date would be decided upon shortly.

Nobody objected and everybody left.

 

 

 

Questions:

1. Did the meeting/ session even start? (no call to order)

 

2. If the meeting is called to order and a lack of quorum is established, can the Chair simply decide to adjourn?

 

3. If the Assembly had voted to fix the time for the adjournment, would there have been notices requirements? (The Bylaws require 10 days to notice a meeting but nothing is said about noticing an adjournment).

 

4. Did adjourning the meeting sine die close the session? This was supposed to be our Annual session at which elections were to take place. If the session is closed, what do we call the next meeting (Annual meeting or special meeting) and does it need to be noticed?

 

How do we get out of this mess?

[Josh Martin]

1. Did the meeting/ session even start? (no call to order)

 

Yes, I think so. The fact that the chair did not formally call the meeting to order isn't that big of a deal, in my opinion.

 

2. If the meeting is called to order and a lack of quorum is established, can the Chair simply decide to adjourn?

 

No. Technically, only the assembly can decide that... but the chair can request unanimous consent to adjourn the meeting, and without a quorum, I would be surprised if a member objected.

 

3. If the Assembly had voted to fix the time for the adjournment, would there have been notices requirements? (The Bylaws require 10 days to notice a meeting but nothing is said about noticing an adjournment).

 

No. Notice is not required for an adjourned meeting - although it's probably a good idea.

 

4. Did adjourning the meeting sine die close the session?

 

Yes, but it's not clear to me that you did that. The chair said that "a new date would be decided upon shortly." This could be interpreted as the chair declaring the meeting adjourned at the call of the chair - empowering him to set up an adjourned meeting. Now, it's not appropriate for the chair to just make such declarations on his own... but no one objected.

 

If the session is closed, what do we call the next meeting (Annual meeting or special meeting) and does it need to be noticed?

 

If the session is closed, the next meeting would be a special meeting and would require notice. Your bylaws should specify how much notice is required for special meetings. As noted, however, I'm not sure that's the only interpretation of what happened.

[DrEntropy]

 

If the session is closed, the next meeting would be a special meeting and would require notice. Your bylaws should specify how much notice is required for special meetings. As noted, however, I'm not sure that's the only interpretation of what happened.

 

Even if it is the case that the meeting adjourned to meet at the call of the chair (by unanimous consent... i.e. no one objected), it would be a very good idea for notice be sent to all members of the time and place of the adjourned meeting. Especially if you hope to have a quorum, and hope to have no battles over interpretation of what happened last time .

[lupoBello]

Thanks all.

At this point, perhaps the most effective interpretation from the point of view of being able to hold our annual meeting soon (as opposed to a special meeting ) would be the following:

 

-  The quorum manifestly being present, the meeting was not called to order;

-  We shall send out a revised time for the annual meeting complying with the notices.

 

 

In general, which (is supposed to) happen first? The establishment of a quorum or the call to order?

[jstackpo]

Quorum first, call to order second.  P. 25, line 10.

 

But if it becomes obvious that no quorum is going to show up, then the meeting can be called to order for some special purposes - p. 347 - or to satisfy a bylaw requirement that a meeting (any meeting!) be held.

[Josh Martin]

At this point, perhaps the most effective interpretation from the point of view of being able to hold our annual meeting soon (as opposed to a special meeting ) would be the following:

 

-  The quorum manifestly being present, the meeting was not called to order;

-  We shall send out a revised time for the annual meeting complying with the notices.

 

No. The most effective interpretation "from the point of view of being able to hold our annual meeting soon (as opposed to a special meeting)," is that the chair called the meeting to order and declared it adjourned to meet at the call of the chair. The chair could then call an adjourned meeting, which is a continuation of the annual meeting. It is not a special meeting.

 

In general, which (is supposed to) happen first? The establishment of a quorum or the call to order?

 

The establishment of a quorum (or lack thereof). While the chair can wait a bit to see if a few more members will show up, the meeting ultimately must still be called to order in the absence of a quorum. An inquorate assembly can still perform some limited tasks, such as setting up an adjourned meeting.