Two quorums at the same meeting

[mikalac]

Two sections of our bylaws are quoted below for reference. As you can see, there are two quorums required by this year’s meeting because the agenda will contain several bylaws amendments and one revision. (I also plan to make 5 non-bylaws related motions under New Business.)

 

Obtaining a 25% quorum (of the votes; see below) to open the meeting unquestionably will occur. Obtaining a 51% quorum (of the members; see below) to amend/revise the bylaws may not occur. Assume for this thread that the 51% quorum is lacking. (And please let us not digress with a discussion of the vicissitudes of using 51% for a vote.)

 

Lacking the 51% quorum of members, the amendments and revision are lost, meaning that the agenda is lost, but the meeting must continue for the remainder of the OOB, so I am still able to make my 5 motions under New Business before adjournment. Can I take these actions under New Business:

 

1. Move to Fix the Time to Adjourn to the following Saturday for the sole purpose of amending and revising the bylaws and if this motion is adopted, then move my 5 motion? OR

 

2. If my Fix the Time fails, give notice that I will move to revise the bylaws at the next owner meeting and then move my 5 motions?

 

Explanation for quotes below: Votes are by home, 176 of them. Members = owners, 320 of them.

 

“Quorum and Adjourned Meetings.  At each meeting of the Owners, persons holding twenty-five (25%) percent of the authorized votes [176 of them] present in person or by mail ballot [The only mail ballots for this meeting will be for election of Directors] shall constitute a quorum for the transaction of business at a meeting of the membership except where otherwise provided by law. In the absence of a quorum, a majority of the votes present in person may adjourn the meeting from time to time, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting originally called.”

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“Procedure for Amending.  These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal [language of a repeal?] shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51%) percent of all of the Members in good standing and entitled to vote at a duly called meeting at which a quorum is present.  A quorum for the purpose of amending these By-Laws shall be fifty-one (51%) percent of the Members in good standing and entitled to vote; provided, however that mail votes may be required or permitted pursuant to Section 3.09 [“… If mail ballots are permitted in addition to in-person votes at a duly convened meeting of the members, all Owners submitting mail ballots shall be counted as present for purposes of determining a quorum; but only as to the matters to be voted upon by mail ballot. …”], in which case those Members submitting mail votes shall be counted in determining the existence of a quorum.”

 

Thank you for your help.

[Dan Honemann]

 Can I take these actions under New Business:

 

1. Move to Fix the Time to Adjourn to the following Saturday for the sole purpose of amending and revising the bylaws and if this motion is adopted, then move my 5 motion?

 

 

No. This motion cannot include restrictions upon what business may be conducted during the remainder of the session.

 

"The object of the motion to Fix the Time to Which to Adjourn (also referred to as the motion to "fix the time for an adjourned meeting") is to set the time, and sometimes the place, for another meeting to continue business of the session, with no effect on when the present meeting will adjourn."  (RONR, 11th ed., p. 242, emphasis supplied.)

 

"Whether introduced as a privileged or a main motion, the effect of this motion is to establish an adjourned meeting —that is, another meeting that will be a continuation of the session at which the motion is adopted."  (RONR, 11th ed., p. 244, emphasis supplied.)

[Gary Novosielski]

I don't think you have it quite yet.

 

A motion to Fix the Time to Adjourn would have the effect of setting the ending time of the current meeting, in advance.  When that time arrives, the chair would declare the meeting adjourned.  This is not uncommon, but it is more usual not to set a fixed adjournment time in advance, or to agree on an approximate time informally, and then to move to Adjourn when a reasonable stopping point is reached.

 

A motion to Fix the Time to Which to Adjourn would have the effect of setting the starting time for an adjourned meeting--a continuation of the current session.  At that time and date, business would resume at the point at which it was interrupted by the adjournment above.

[Josh Martin]

2. If my Fix the Time fails, give notice that I will move to revise the bylaws at the next owner meeting and then move my 5 motions?

 

No. Under RONR, notice may only be given at a meeting if the next regular meeting is within a quarterly interval and, as I understand the facts, this assembly only has one regular meeting a year.

 

Secondly, your bylaws take precedence over RONR, and so far as I can tell, your bylaws only permit written notice.

 

"and previous to which written notice to Owners of the exact language of the amendment or of the repeal [language of a repeal?] shall have been sent,"

 

So both of your strategies are not in order. Your options appear to be to make a motion to Fix the Time to Which to Adjourn to the following Saturday, and then make your motions at that meeting (without limiting the motions which are in order at the adjourned meeting), or to submit the full text of your revision to the Secretary to send as written notice to the owners, as is required by your bylaws.

[Gary Novosielski]

That was not my intent. Maybe if I state the motion in its entirety it will satisfy you: "Mr. Pres., I move that when the meeting adjourns, it adjourn to next Saturday at 10 a.m. in the Clubhouse lounge."

Yes, that is the classic form of Fix the Time to Which To Adjourn