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Actions Taken in Absence of Quorum


Guest D.M. Sale

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Assistance is needed with the following scenario: representatives of a membership organization are seated in a meeting room for a duly scheduled biannual general business meeting. Before the meeting begins, the presiding officer notes the absence of a quorum. Assume further there is no possibility of obtaining a quorum but that the representatives, all of whom have traveled to the meeting site from various states, desire to proceed with the meeting notwithstanding the absence of a quorum knowing that under Robert’s Rules (§40) they do so at their own risk and that any actions taken at the meeting may or may not be ratified at a future meeting.

Procedurally, how is the desire to proceed with the meeting under these circumstances manifested? For example: (1) Does the presiding officer simply say that the meeting will proceed notwithstanding the lack of a quorum and that any actions taken at the meeting will be subject to ratification at the next biannual meeting, or (2) Does the presiding officer call for a motion authorizing the meeting to proceed notwithstanding the absence of a quorum, with the understanding that any actions taken at the meeting are subject to ratification at the next biannual meeting? At the next biannual meeting, does approval of the meeting minutes from the previous meeting at which no quorum was present suffice for ratification, or must there be a separate motion to ratify actions taken at the previous meeting followed by a motion to approve the minutes of that previous meeting?

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3 hours ago, Guest D.M. Sale said:

Assistance is needed with the following scenario: representatives of a membership organization are seated in a meeting room for a duly scheduled biannual general business meeting. Before the meeting begins, the presiding officer notes the absence of a quorum. Assume further there is no possibility of obtaining a quorum but that the representatives, all of whom have traveled to the meeting site from various states, desire to proceed with the meeting notwithstanding the absence of a quorum knowing that under Robert’s Rules (§40) they do so at their own risk and that any actions taken at the meeting may or may not be ratified at a future meeting.

Procedurally, how is the desire to proceed with the meeting under these circumstances manifested? For example: (1) Does the presiding officer simply say that the meeting will proceed notwithstanding the lack of a quorum and that any actions taken at the meeting will be subject to ratification at the next biannual meeting, or (2) Does the presiding officer call for a motion authorizing the meeting to proceed notwithstanding the absence of a quorum, with the understanding that any actions taken at the meeting are subject to ratification at the next biannual meeting?

Certainly not the first one, as it is not up to the chair to make the decision. The second seems better, although it would be better still if a member simply made the motion instead of the chair soliciting the motion. Stick around for other opinions, however, as RONR does not directly address this question.

If such a motion is made, I would suggest that the chair makes sure that the members understand the ramifications of this action, and if the motion is adopted, I would suggest that the chair offers any members who do not wish to take on this responsibility the opportunity to leave.

3 hours ago, Guest D.M. Sale said:

At the next biannual meeting, does approval of the meeting minutes from the previous meeting at which no quorum was present suffice for ratification, or must there be a separate motion to ratify actions taken at the previous meeting followed by a motion to approve the minutes of that previous meeting?

They must be done separately. Approving the minutes simply means that the assembly agrees that they are an accurate record of what happened at the meeting. Approval of the minutes should come first, however.

Additionally, when an assembly meets less frequently than quarterly, the assembly should authorize the board or a committee to approve the minutes, as it is difficult to recall what happened when the meetings are so far apart. I suppose this is not an option, however, if a quorum is not present.

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4 hours ago, Guest D.M. Sale said:

Assistance is needed with the following scenario: representatives of a membership organization are seated in a meeting room for a duly scheduled biannual general business meeting.

First of all, what exactly do you mean when you refer to "representatives of a membership organization"? Are these "representatives" in any way similar to delegates to a convention? 

 

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First of all, what exactly do you mean when you refer to "representatives of a membership organization"? Are these "representatives" in any way similar to delegates to a convention? 

To clarify further, the "membership organization" is the umbrella membership entity for some 57 member colleges each of which sends "representatives" to the conference. Each member college is entitled to only one vote at the general business meeting.  I assume that is somewhat similar to delegates who attend a convention, but I am not certain. 

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56 minutes ago, David Sale said:

First of all, what exactly do you mean when you refer to "representatives of a membership organization"? Are these "representatives" in any way similar to delegates to a convention? 

To clarify further, the "membership organization" is the umbrella membership entity for some 57 member colleges each of which sends "representatives" to the conference. Each member college is entitled to only one vote at the general business meeting.  I assume that is somewhat similar to delegates who attend a convention, but I am not certain. 

I don't know whether or not it will help any, but can you tell us what your bylaws (or other governing documents) say constitutes a quorum at such a conference? In other words, how is the presence of a quorum determined?

Edited by Daniel H. Honemann
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Guest Who's Coming to Dinner

The presiding officer does neither (1) nor (2) under RONR because they are outside of the business that is permitted in the absence of a quorum. What you are really asking is how the president can break the rules according to the rules, which is nonsense.

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6 hours ago, Guest D.M. Sale said:

For purposes of this inquiry, please just assume that a quorum cannot be obtained at the meeting. 

So is this a purely hypothetical question, then? If not, then I would think whether it is indeed true that a quorum cannot be obtained is extremely relevant.

1 hour ago, Guest Who's Coming to Dinner said:

The presiding officer does neither (1) nor (2) under RONR because they are outside of the business that is permitted in the absence of a quorum. What you are really asking is how the president can break the rules according to the rules, which is nonsense.

Well, I think what the OP is really asking is how the members may break the rules. :)

The members present at an inquorate meeting may choose to take action, acting as individuals and at their own personal risk, in the hope that their actions will be ratified at a later, quorate meeting of the assembly. The OP's question is how exactly this is accomplished. Perhaps neither of the OP's suggested methods are appropriate, but if so, what is the alternative?

If you don't like Option 2 (I agree that Option 1 is improper)...

Option 3: A member makes a motion to take some action outside of the procedural actions which are in order in the absence of a quorum. The chair rules the motion out of order. The member appeals, and in debate explains that while he agrees with the chairman that a quorum is not present and, as a result, no business may be conducted (except for a few procedural motions), the member nonetheless believes that the motion is of such importance that the members present should act as individuals and at their own personal risk, with the hope that their actions are ratified at the next meeting. I don't care for this since this is really a disagreement about the best course of action, not a disagreement about the rules.

Option 4: The members vote to adjourn the meeting, and the Chair then calls to order a mass meeting of those members who are present and wish to participate. The advantage of this strategy is that it is crystal clear that the actions taken are not actions of the society. The disadvantage is that the actions taken will be in a different set of minutes, which will make the later minutes ratifying the decisions (or disciplining the members) somewhat confusing.

Option 5: The members vote to adjourn the meeting and those who wish to take action as individuals head to the nearest bar to hash things out without the trappings of parliamentary procedure. This is no doubt the most enjoyable option, but it may be impractical if there is a large number of members present and/or if there is heated debate on the issues to be decided. The other disadvantage is that there is no record whatsoever of the proceedings, which is similar to Option 4, but more severe.

I prefer Option 2, but I suppose Option 4 would be my second choice, and it may be more "by the book."

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On 4/29/2017 at 2:12 AM, Josh Martin said:

So is this a purely hypothetical question, then? If not, then I would think whether it is indeed true that a quorum cannot be obtained is extremely relevant.

Well, I think what the OP is really asking is how the members may break the rules. :)

The members present at an inquorate meeting may choose to take action, acting as individuals and at their own personal risk, in the hope that their actions will be ratified at a later, quorate meeting of the assembly. The OP's question is how exactly this is accomplished. Perhaps neither of the OP's suggested methods are appropriate, but if so, what is the alternative?

If you don't like Option 2 (I agree that Option 1 is improper)...

Option 3: A member makes a motion to take some action outside of the procedural actions which are in order in the absence of a quorum. The chair rules the motion out of order. The member appeals, and in debate explains that while he agrees with the chairman that a quorum is not present and, as a result, no business may be conducted (except for a few procedural motions), the member nonetheless believes that the motion is of such importance that the members present should act as individuals and at their own personal risk, with the hope that their actions are ratified at the next meeting. I don't care for this since this is really a disagreement about the best course of action, not a disagreement about the rules.

Option 4: The members vote to adjourn the meeting, and the Chair then calls to order a mass meeting of those members who are present and wish to participate. The advantage of this strategy is that it is crystal clear that the actions taken are not actions of the society. The disadvantage is that the actions taken will be in a different set of minutes, which will make the later minutes ratifying the decisions (or disciplining the members) somewhat confusing.

Option 5: The members vote to adjourn the meeting and those who wish to take action as individuals head to the nearest bar to hash things out without the trappings of parliamentary procedure. This is no doubt the most enjoyable option, but it may be impractical if there is a large number of members present and/or if there is heated debate on the issues to be decided. The other disadvantage is that there is no record whatsoever of the proceedings, which is similar to Option 4, but more severe.

I prefer Option 2, but I suppose Option 4 would be my second choice, and it may be more "by the book."

As you may recall from a previous thread, I think it is not in order, under the rules in RONR, to move to ratify action taken at a meeting that is not a regular or properly called meeting of the assembly*, and so I would reject Options 4 and 5.

---------------------------------

* It may, however, be in order to move to ratify action taken by officers based upon such action. (RONR, 11th ed., p. 124, ll. 34-35) 

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I very much appreciate the discussion thus far. The situation is hypothetical at this moment, but I need to be prepared for the possibility that in a few weeks what is now hypothetical may become real. It is not that I want to find some way to violate Robert's Rules. Indeed my organization's bylaws require adherence to Robert's Rules where there is no inconsistency with the organizations's bylaws or any special rules the organization may adopt. It was my hope that there might be some "play in the joints" within Robert's Rules that might address this situation. I was previously aware of RONR, 11th Ed., p. 124, lines 30-31, but the last comment has called my attention more closely to lines 34-35. Based on all the previous comments, what are your views regarding the following possible procedure:

  • At the upcoming meeting, one of the following will occur: (1) an attending representative who is not the presiding officer will make a motion to authorize the meeting to proceed notwithstanding the absence of a quorum with the understanding that the members are assuming the risk of doing so and that any actions taken at the meeting will be subject to ratification at the next biannual meeting; or (2) the presiding officer will adjourn the meeting and then call a meeting of those who wish to remain and participate, with the same understandings. In either case, minutes will be taken and at the next biannual meeting a motion will be made to approve these minutes as an accurate record of what occurred at the previous meeting. Then a motion will be made, pursuant to RONR, p. 124, either under lines 30-31 or lines 34-35, to ratify the minutes and actions taken at the preceding meeting. Does it really matter whether this "ratification" is under lines 30-31 or 34-35 as in either case the ratification assumes something has occurred at the previous meeting that was irregular; i.e., either actions taken without a quorum or actions by the officers or delegates in excess of their authority?

One advantage this organization may have in the situation at hand is that its members are highly civil and would likely want to find some creative way to proceed, particularly as all of them will have traveled some distance to the meeting from various states for a week-long conference.

Thanks again for your further feedback.

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4 hours ago, Guest D.M. Sale said:

I very much appreciate the discussion thus far. The situation is hypothetical at this moment, but I need to be prepared for the possibility that in a few weeks what is now hypothetical may become real. It is not that I want to find some way to violate Robert's Rules. Indeed my organization's bylaws require adherence to Robert's Rules where there is no inconsistency with the organizations's bylaws or any special rules the organization may adopt. It was my hope that there might be some "play in the joints" within Robert's Rules that might address this situation. I was previously aware of RONR, 11th Ed., p. 124, lines 30-31, but the last comment has called my attention more closely to lines 34-35. Based on all the previous comments, what are your views regarding the following possible procedure:

  • At the upcoming meeting, one of the following will occur: (1) an attending representative who is not the presiding officer will make a motion to authorize the meeting to proceed notwithstanding the absence of a quorum with the understanding that the members are assuming the risk of doing so and that any actions taken at the meeting will be subject to ratification at the next biannual meeting; or (2) the presiding officer will adjourn the meeting and then call a meeting of those who wish to remain and participate, with the same understandings. In either case, minutes will be taken and at the next biannual meeting a motion will be made to approve these minutes as an accurate record of what occurred at the previous meeting. Then a motion will be made, pursuant to RONR, p. 124, either under lines 30-31 or lines 34-35, to ratify the minutes and actions taken at the preceding meeting. Does it really matter whether this "ratification" is under lines 30-31 or 34-35 as in either case the ratification assumes something has occurred at the previous meeting that was irregular; i.e., either actions taken without a quorum or actions by the officers or delegates in excess of their authority?

One advantage this organization may have in the situation at hand is that its members are highly civil and would likely want to find some creative way to proceed, particularly as all of them will have traveled some distance to the meeting from various states for a week-long conference.

Thanks again for your further feedback.

I prefer option 1.

I don't think it makes much difference assuming the actions are ratified. If the actions aren't ratified, then yes, it may make a difference whether the actions were taken at an inquorate meeting or if the actions are taken by the officers - it changes how many people share in the blame. The reference to delegates doesn't apply here. That would come into play if, for instance, the delegates took actions which exceeded their instructions from their state/local societies.

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16 hours ago, Guest D.M. Sale said:

I very much appreciate the discussion thus far. The situation is hypothetical at this moment, but I need to be prepared for the possibility that in a few weeks what is now hypothetical may become real. It is not that I want to find some way to violate Robert's Rules. Indeed my organization's bylaws require adherence to Robert's Rules where there is no inconsistency with the organizations's bylaws or any special rules the organization may adopt. It was my hope that there might be some "play in the joints" within Robert's Rules that might address this situation. I was previously aware of RONR, 11th Ed., p. 124, lines 30-31, but the last comment has called my attention more closely to lines 34-35. Based on all the previous comments, what are your views regarding the following possible procedure:

  • At the upcoming meeting, one of the following will occur: (1) an attending representative who is not the presiding officer will make a motion to authorize the meeting to proceed notwithstanding the absence of a quorum with the understanding that the members are assuming the risk of doing so and that any actions taken at the meeting will be subject to ratification at the next biannual meeting; or (2) the presiding officer will adjourn the meeting and then call a meeting of those who wish to remain and participate, with the same understandings. In either case, minutes will be taken and at the next biannual meeting a motion will be made to approve these minutes as an accurate record of what occurred at the previous meeting. Then a motion will be made, pursuant to RONR, p. 124, either under lines 30-31 or lines 34-35, to ratify the minutes and actions taken at the preceding meeting. Does it really matter whether this "ratification" is under lines 30-31 or 34-35 as in either case the ratification assumes something has occurred at the previous meeting that was irregular; i.e., either actions taken without a quorum or actions by the officers or delegates in excess of their authority?

One advantage this organization may have in the situation at hand is that its members are highly civil and would likely want to find some creative way to proceed, particularly as all of them will have traveled some distance to the meeting from various states for a week-long conference.

Thanks again for your further feedback.

As I said previously, it is not in order, under the rules in RONR, to move to ratify action taken at a meeting that is not a regular or properly called meeting of the assembly. As a consequence, I would not recommend the use of option 2. The meeting that will be held after adjournment of your regular biannual meeting will not be a regular or properly called meeting of your organization. There will be no difference between it and a meeting at which you and I get together and purport to take action in behalf of your organization. At the next regular biannual meeting of your organization, no motion to ratify any action taken at this phony meeting will be in order (nor will it be in order to move approval of minutes of this meeting).

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