Start of meeting - defining quorum at start or near end of meeting?

[Locke]

I have a rare situation? to ask about.  In this case, there was no quorum at the start of noticed meeting.  Roll was not taken but the meeting was called to order.  Prior to the meeting starting, a voting director stepped down and stated that their position was changed from voting to advisory, just the night before the meeting.  The Bylaws say any structure change to the director seats must be approved by public meeting (this did not occur).  The Board stated there were now only 11 voting directors and they were waiting on one director to arrive to make a quorum.  They called the meeting to order and relayed that there was no quorum and that they were waiting for a director to arrive.  It took more than an hour for the director to arrive.  Although this last director constituted the 6th director, I believe they did not have a quorum for two reasons. 1) The 6th director arrived too late to be considered reasonable time to establish a quorum and 2) The director who said she was now advisory was sitting in the audience but did not report in attendance or vote. I would think she constitutes a voting director still meaning there were still 12 directors.  Where would I find any language that leads one to believe that a director arriving one hour late is "reasonable" for the purpose of establishing or not establishing a quorum?  Thanks!

I'm hoping to prove there was no quorum because action was taken to exercise ROFR on someone I know.  Their CC&Rs refer to Roberts Rules. I haven't found anything in Roberts Rules other than quorum is established "within reasonable" time.

[Josh Martin]

12 minutes ago, Locke said:

I have a rare situation? to ask about.  In this case, there was no quorum at the start of noticed meeting.  Roll was not taken but the meeting was called to order.  Prior to the meeting starting, a voting director stepped down and stated that their position was changed from voting to advisory, just the night before the meeting.  The Bylaws say any structure change to the director seats must be approved by public meeting (this did not occur).  The Board stated there were now only 11 voting directors and they were waiting on one director to arrive to make a quorum.  They called the meeting to order and relayed that there was no quorum and that they were waiting for a director to arrive.  It took more than an hour for the director to arrive.  Although this last director constituted the 6th director, I believe they did not have a quorum for two reasons. 1) The 6th director arrived too late to be considered reasonable time to establish a quorum and 2) The director who said she was now advisory was sitting in the audience but did not report in attendance or vote. I would think she constitutes a voting director still meaning there were still 12 directors.  Where would I find any language that leads one to believe that a director arriving one hour late is reasonable for the purpose of establishing a quorum?  Thanks!

The fact that the director arrived over an hour late is irrelevant. A board can sit around as long its patience allows for a quorum to arrive. There is no language specifically stating as much, but there is also no language prohibiting it.

As for this business of the "advisory" director, I am inclined to agree that she was still a voting member. Changing a board member to an "advisory" non-voting member would certainly require a decision by the board at a properly called meeting with a quorum present. It does not appear that this occurred.

So I only agree with one of your reasons, but the conclusion is the same - a quorum was not present.

[Gary Novosielski]

I am also inclined to agree that the member in the audience would still count as a voting member until her resignation was accepted.  However, she was, in fact, present, and so would count as present toward a quorum, regardless of whether she chose to exercise her right to vote.   It's not clear to me from reading the thread whether she was counted as present.

[Josh Martin]

5 hours ago, Gary Novosielski said:

I am also inclined to agree that the member in the audience would still count as a voting member until her resignation was accepted.  However, she was, in fact, present, and so would count as present toward a quorum, regardless of whether she chose to exercise her right to vote.   It's not clear to me from reading the thread whether she was counted as present.

Hm, good point. If this person was the 7th director present, then a quorum was present.

But if the board members were trying to have their cake and eat it too - saying that this person was a non-voting member but still counted as a director present - then there was not a quorum 

[Dan Honemann]

As I understand the facts, if you count the member in the audience as a member entitled to vote, there were 12 directors, and 7 were required to make up a quorum. As a consequence, there was no quorum present until the late arrival.

If you don't count the member in the audience, there were 11 directors, and 6 were required to make up a quorum. As a consequence, there was no quorum present until the late arrival.