People left a mtg in disgust until there was no quorum left. The mtg was never adjourned. Is that a legit mtg?

[Guest Tim]

Is this a legal meeting? Is the business conducted before the quorum was lost legal?

[Hieu H. Huynh]

Yes.

[Guest Tim]

Thanks Hieu.

 

There is a little more to it.

 

The chairman resigned. There was no motion to accept his resignation.

 

Also, the mtg broke down from the get go. We did not even get through the reading of the minutes of the previous meeting. 

 

There were also guests there (which is allowable by our c+bl) but they were speaking without being acknowledged by the chair and they even helped craft the motion in question.

 

It looks like cooler heads may prevail and the motion in question will be reconsidered in the next meeting and the chairman is willing to come back if accepted. I was just thinking that a simpler way of handling it would be to declare the meeting illegitemate since there were so much unusual and disorderly conduct.

 

Any further help would be appreciated.

 

Tim

[Josh Martin]

The chairman resigned. There was no motion to accept his resignation.

 

Also, the mtg broke down from the get go. We did not even get through the reading of the minutes of the previous meeting. 

 

There were also guests there (which is allowable by our c+bl) but they were speaking without being acknowledged by the chair and they even helped craft the motion in question.

 

It looks like cooler heads may prevail and the motion in question will be reconsidered in the next meeting and the chairman is willing to come back if accepted. I was just thinking that a simpler way of handling it would be to declare the meeting illegitemate since there were so much unusual and disorderly conduct.

 

Nothing in the facts presented suggests to me that the meeting itself, or the business conducted at the meeting, is illegitimate. Generally speaking, a Point of Order must be raised at the time of the violation. There are some violations which are so egregious that they constitute a continuing breach, but it does not appear to me that any such violations occurred.

 

Since no motion was made to accept the chairman's resignation, he's entirely free to withdraw his resignation and come back, so there's no issue there. As for the motion which was adopted at the previous meeting, that's still valid, and the motion to Reconsider is most likely not in order (as there are also time limits for that motion). The motion could be rescinded, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. Additionally, it looks like you'll have two sets of minutes to approve. The older minutes should be approved first.

[Guest Tim]

Thank you Josh. I guess we will need a motion to rescind if we want to undo the motion.

 

Tim

[Larry Cisar]

Since no motion was made to accept the chairman's resignation, he's entirely free to withdraw his resignation and come back, so there's no issue there.

Check your bylaws carefully as to what is required for a resignation to be accepted. If the bylaws are silent about this, Josh is correct. However, the making of it verbally at a meeting might be all that is required. Thus check you bylaws carefully.

[Guest Tim]

Thank you Larry. I will do that. We have a very well written c+bl that should guide us.

[Robert B Fish]

Note also that the principle of a quorum is a minute to minute issue.  As soon as the chairman becomes aware that a quorum no longer exists, it is his responsibility to note that fact and suspend business, except for the 4 business items that may be conducted in the absence of a quorum.  They are: adjourn, recess, take steps to obtain a quorum, or set the time to which to adjourn.

 

If it can be established that the organization to other actions in the absence of a quorum, those actions are null and void.

 

-Bob

[Guest Craig Beske]

I am surprised to see the assertion that a quorum is minute-to-minute. I would think that when a meeting is called to order and a quorum is confirmed, that it would remain a legit meeting until adjournment.

With the need to re-establish that a quorum exists every time someone questions it, a disgruntled attendee could continuously request that a quorum be confirmed, rendering a meeting useless. It also opens a way for a Board that was unhappy with the result of a vote to later declare that a quorum was not present and therefore the vote is now invalid.

I would think that if voters left before a meeting was adjourned, their vote on subsequent issues would be counted as an 'abstain'.

To resolve this, would it be legit to define a quorum, once established, to exist until adjournment in the organizations by-laws? Such a by-law would need to clarify how votes would be counted, etc etc.

[Josh Martin]

I am surprised to see the assertion that a quorum is minute-to-minute. I would think that when a meeting is called to order and a quorum is confirmed, that it would remain a legit meeting until adjournment.

See FAQ #3.

With the need to re-establish that a quorum exists every time someone questions it, a disgruntled attendee could continuously request that a quorum be confirmed, rendering a meeting useless.

No one is saying that it is necessary to re-establish that a quorum exists every time someone questions it. It's not proper to simply demand a count whenever you feel like it. We are certainly not saying that a disgruntled attendee can continuously request confirmation that a quorum is present. There are tools in RONR to deal with dilatory motions. Repeatedly raising a Point of Order that a quorum was not present would be dilatory.

What we are saying is that if any member honestly believes that a quorum is no longer present, it is entirely appropriate to call the chair's attention to this fact.

It also opens a way for a Board that was unhappy with the result of a vote to later declare that a quorum was not present and therefore the vote is now invalid.

Not really. A Point of Order regarding the lack of a quorum is only permitted to affect past action if there is clear and convincing proof that no quorum was present at the time, and hopefully, the board will only do this if it actually believes that a quorum was not present at the time. If the board is willing to just falsify history, that's certainly going to lead to all sorts of problems, and this issue is just the tip of the iceberg, but that's the board's fault, not RONR.

Also, keep in mind that the board can only invalidate actions taken at a board meeting. A Point of Order regarding something which occurred at a membership meeting could only be resolved by the membership.

I would think that if voters left before a meeting was adjourned, their vote on subsequent issues would be counted as an 'abstain'.

That's not the way it works in RONR. Members who leave before the meeting is adjourned no longer count toward the quorum, and they have no ability to vote or abstain, since they are not present. Their vote doesn't count as anything.

To resolve this, would it be legit to define a quorum, once established, to exist until adjournment in the organizations by-laws? Such a by-law would need to clarify how votes would be counted, etc etc.

A society is free to put such a rule in its bylaws if it wishes to do so, although in my opinion, this would be an extremely bad idea.

[George Mervosh]

I am surprised to see the assertion that a quorum is minute-to-minute. I would think that when a meeting is called to order and a quorum is confirmed, that it would remain a legit meeting until adjournment.

 

 

See this  http://www.robertsrules.com/faq.html#3

 

 

With the need to re-establish that a quorum exists every time someone questions it, a disgruntled attendee could continuously request that a quorum be confirmed, rendering a meeting useless. It also opens a way for a Board that was unhappy with the result of a vote to later declare that a quorum was not present and therefore the vote is now invalid.

 

 

The chair need not deal with points of order raised clearly for dilatory purposes.  It's not going to grind business to a halt.  After a meeting ends, clear and convincing proof a quorum was not present is needed to invalidate past action.....it's a very high standard.

 

 

I would think that if voters left before a meeting was adjourned, their vote on subsequent issues would be counted as an 'abstain'.

 

No, their vote doesn't exist when they leave.

 

 

To resolve this, would it be legit to define a quorum, once established, to exist until adjournment in the organizations by-laws? Such a by-law would need to clarify how votes would be counted, etc etc.

 

The bylaws is the place for this, yes, but I'm not recommending it.

[Guest ddd.]

Would any action need to be taken to confirm the meeting was adjourned if there was no motion or declaration of adjournment before the chairman left?

[Joshua Katz]

16 minutes ago, Guest ddd. said:

Would any action need to be taken to confirm the meeting was adjourned if there was no motion or declaration of adjournment before the chairman left?

I'm not sure what you mean.  Is anyone still there?  The chairman leaving, by itself, doesn't adjourn the meeting, but it's highly doubtful that there is presently a meeting going on, so it must have adjourned at some point.