Dan B

This is probably an unusual question, but there are very unusual circumstances surrounding an upcoming meeting. It will be a standard quarterly meeting of an assembly, with approximately 55 voting members and up to 100 attendees. It's going to be held in-person in 2 weeks, which has raised various safety concerns due to the current health situation in the surrounding area, and there has been contention regarding it. Assuming a member has legitimate safety concerns once the meeting begins, what would be the most effective way raise to raise those concerns quickly and be recognized by the chair? My thought was one could rise to a question of privilege affecting the assembly, state the concerns, and possibly make a motion to adjourn the meeting. The chair may not allow the motion, but the point is to be recognized and state the concerns so other are aware of whatever safety provisions are not meeting met. Due to our order of business listed below, I'm uncertain when one could be recognized, but each member will have the mic during roll call. Our standard order of business consists of brining the meeting to order, brief readings by 4 members on selected topics, roll call, approval of the minutes, and then various committee and officer reports. The first time anyone normally would be permitted to speak is for corrections to the minutes, and for general questions after the first report is given. Roll call is also a rather tedious process, that can take up to 30 minutes. With that format is mind, what is the earliest point where it would be reasonable to raise the question of privilege? The chair tends to be dictatorial, so recognition could be difficult if it's at an unusual time. Thus, the thinking that during roll call might be the best place to get early recognition. I'd appreciate any insights on the most effective way to raise real concerns and be given the opportunity to state them. The intention would not be to disrupt the meeting, be dilatory, or otherwise obstruct business. Thanks in advance!

I'd like to thanks Atul for the additional insight on this, which I now believe is correct. Indeed, the sections in our bylaws relating to association (not board) meetings, explicitly have provisions that at the second adjourned meeting a majority of those attending, while not a quorum, can still take action. There are also additional requirements for giving notice etc. Considering that, and the fundamental principle regarding a quorum being required to transact business, if the intent was to allow action without majority approval, it would be explicitly stated as such. Furthermore, the state condominium act lists a 50% minimum requirement for a quorum at board meetings. As for the purpose of the seemingly redundant provision about transacting business at the adjourned meeting, after reading the bylaws for similar associations in our state, it seems to be boilerplate text. Some of those bylaws make it much clearer from the context, it would be unreasonable to interpret the language as intending to reduce quorum requirements. Again, the input is really appreciated, because although becoming more proficient in the mechanics RONR, there is still much to learn.

So I know a board or assembly is free to develop its own interpretation of bylaws where there is ambiguity, as long as it's not an absurd interpretation. But the question was mainly asked to make sure that isn't violating the fundamental principle of quorum being necessary, or that it would be an absurd reading of the provision. I guess you're saying it's indeed ambiguous and not an absurd interpretation? Don't answer "you tell me" please 🙂

Hello, I know that in general a board or assembly is not allowed to transact business in the absence of a quorum. However, our condo association bylaws list a provision that could be interpreted as being able to transact business at an adjourned meeting without a quorum. In particular the highlighted item below is the provision in question: 4.9 A quorum of the Board of Directors shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Matters approved by a majority of the Directors present at a Meeting at which a quorum is present shall constitute the official acts of the Board, except as specifically otherwise provided in the Declaration of Condominium, or elsewhere herein. If at any Meetings of the Board there shall be less than a quorum present, the majority of those present may adjourn the Meeting from time to time until a quorum is present. At any adjourned Meeting any business which might have been transacted at the Meeting as originally called may be transacted. In the case of the adjournment of a Meeting, notice to the Directors of such adjournment shall, subject to the Condominium Act, be as determined by the Board. My reasoning why it implies we may act is that it specifically states we may "transact business" at any adjourned meeting. That interpretation could very well be flawed, in which case I'd be really interesting in knowing why it was necessary to insert the provision. Our board has several issues of importance that need to be dealt with relatively soon, and obtaining a quorum has been difficult. I'd be grateful for any advice from those with more experience!