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  1. Only one person has been nominated for a board position at our HOA. Our declaration requires a quorum be present to conduct an election at a general meeting. Since only one person has been nominated for the vacant position, as chair can I call for "election by acclamation" despite the fact that there may be less than a quorum at the meeting? All procedures for nominating and announcement of the election meeting have been followed.
  2. Referring to 50:16 When the bylaws provide that the president shall be ex-officio a member of all committees . . . . . . , and he is not counted in determining the number required for a quorum or whether a quorum is present at a meeting. Our situation - Our bylaws provide no such mandate. It is, however, general policy that the board president attend committee meetings, can participate in the discussions but does not vote. Q1. As it is not in our bylaws, does 50:16 apply? Q2. If 50:16 does not apply, would the president be considered in determining whether a quorum is present at a meeting. Q3. Beyond clarifying per Q1 & Q2, we are overall concerned with having a quorum of board members (committee member, ex-officio president, nonmember as a guest) at a committee meeting and, if so, would that constitute a quorum of board members that would constitute a board meeting as we would be discussing business. I'm in a learning phase. Thank you for your help.
  3. I was recently reading bylaws that stated the following regarding QUORUM: "A quorum of any members' meeting shall consist of persons entitled to cast a least twenty-five (25%) percent of the votes of the entire membership present in person or by proxy. The joinder of a member in the action of any meeting by signing and concurring in the minutes thereof shall constitute the presence of such member for the purpose of determining a quorum." I know that "joinder" is a legal term, but I'm not sure I'm understanding that one line. As I understand it, it's saying that any member PRESENT (in person or via proxy) and VOTING at a meeting will determine the quorum. Is this correct?
  4. A quorum for our board is 50 % plus 1, president has deciding vote in case of a tie. Here is the situation: Two board members are at odds with the ED and want to terminate the ED. Due to 3 resignations and 1 death our board is short 4 directors. Interviews are being held to fill the vacancies but the selected candidates are not yet officially on the board. Without a full board there are only 8 other votes in addition to the 2 directors at centre of the conflict. I believe that if 4 additional votes are included it could change the outcome significantly. Therefore, I want to know if we have a "legal" quorum if votes and decisions are taken with a smaller number than usual. Thank you for your opinion. Chloe
  5. In our organizations by-laws under quorum at the annual meeting, it states; owners present and voting at a duly called meeting shall constitute a quorum. Proxy votes will be permitted. Questions raised now are: Do these two statements conflict? "owners present and voting" and "proxy votes" permitted since clearly if you have a proxy vote, they are not present? Does the vagueness of stating just cottages present and voting.....consitute a quorum, give credence to if only 3 owners attend, a quorum has been reached? Our by-laws do not currently state a specific number but NYS non-profit law mentions (a) Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members, voting as a class, members entitled to cast a majority of the total number of votes entitled to be cast by such class shall constitute a quorum for the transaction of such specified items of business." (b) The certificate of incorporation or the by-laws may provide for any lesser quorum not less than the members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, and may, under section 615 (Greater requirement as to quorum and vote of members), provide for a greater quorum. Under these laws, we have 49 owners, would this mean 25 in section a, above? is the quorum required or at least 5 in the 10% rule in section b? We want to clean up this wording to prevent future conflicts at this years annual meeting by amending the by-law. Any suggestions greatly appreciated.
  6. Guest

    Approval of minutes

    Can minutes of the last meeting be approved without a quorum present?
  7. depending on how long quarantine for certain areas will last, what is the procedure of holding elections, making motions and votes when a large body cannot gather? if we have an organization (60+ members) where the first order of business in April is the Annual Meeting (elections, rule votes, etc,) and are currently not allowed to congregate, what process should be followed? thank you!!
  8. I'm an employee of a student union incorporated under the Canada Not-for-Profit Corporations Act (CNCA) (https://laws.justice.gc.ca/eng/acts/c-7.75/FullText.html), and every year we hold an "Annual Ratification Meeting" of members, the purpose of which is to officially elect new directors and officers who have already been "elected" by students through public elections, and referred to the meeting based on this. Our bylaws state that this meeting is not to occur after May 1 of a given year, and that quorum is 35 in person, 50 including proxy votes. Unfortunately, due to coronavirus, even though our city has not yet restricted public gatherings of 35 people, we are still looking into whether we have the capacity to delay or alter the quorum/in-person requirement for our ratification meeting of members, or move the date beyond May 1 and consequently extend the terms of current directors and officers, if necessary, for the safety of all involved. Does anyone have any insight on what procedures, if any, might be able to be used to achieve this end, including Suspension of the Rules at a directors' meeting? Currently our bylaws do provide for directors to participate and vote electronically at meetings, if this can be applied in any way to meetings of members. Any help is appreciated!
  9. Greetings: Our Bylaws say our Board consists of 11 offices (President, Vice President, Secretary, Treasurer, Past President, and 6 Directors). Our quorum is defined as a "Majority of the Board". We recently had a Board meeting where we had only 5 Board members. I told the Board members present that we did not have a quorum. One of the Board member said, "We had 2 vacancies several months ago due to resignations, so we really have only 9 Board members so we have a quorum with 5 present". Our By-laws say "In the event of a resignation of any officer the vacancy shall be filled by a vote of the Board for the unexpired term of office". Because of our Board's lack of filling the two vacancies, I told the Board members I did not feel we should conduct business with less than a majority of the 11 that should be on the Board. I have read somewhere that Robert's Rules refers to counting actual people in office in determining a quorum, rather than the total number of offices. When our By-Laws say it is the Board's responsibility to fill a vacancy, I would rather count the number of offices and NOT the number of people in office. My reasoning is, if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board. So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled? BTW... Our Board members (other than filling a mid-term vacancy) are elected yearly by the members in our organization. If it got to the point where too many Board members resign and a quorum could never be achieved at a Board meeting, I would probably go to our members and call for a special election. Thanks - David
  10. If there is a quorum at a meeting, but by just a few members, when a secret ballot vote is begun, is the quorum lost if a sufficient number of members go to line up at a polling place in a nearby room while the proceedings continue?
  11. Guest


    30% of the members must participate by attending or by proxy or by mailing in a ballot to establish a quorum whereby we conduct our annual election. . We allow people to vote for board members by mail in ballot. Occasionally we have specific votes like changing our covenants. We allow people to vote for these things by mail in ballot too. As long as we have 30 % participation; by being present, by giving a proxy to someone or by mailing in a properly filled out ballot, we all agree we can conduct an election. Our lack of agreement is can we conduct other business. Do we have a quorum just for the election or do those ballots that created a form for the election remain a source for having a quorum for things not on the election ballots. " Can we conduct other business? Do those mailed in ballots equal being present and countable towards the 30% requirement to form a quorum for the purpose of conducting other business. Or is the quorum established by those mail in ballots over once that election business is over. I hope I am communicating. Ca you give me any answers and perhaps where in Roberts Rules it covers such situations. Do those election ballot, not proxies,( just ballots with check marks for who the homeowner want to elect to the BOD), establish a quorum for conducting non election related business? this is my first visit here and i am leaving my email because i don't know how else you could answer me. thanks markcroftocala@gmail.com
  12. If a meeting is started with a quorum and at some point the quorum is lost, is the meeting automatically adjourned? Or does the normal rules still govern requiring a motion to adjourn, a second and a majority affirmative vote?
  13. Can a Texas School Board Trustee resign , resignation was received by Superintendent, then 4 days later be the 4th member of the quorum at a meeting to accept her resignation and appoint her replacement? 3 other members were unavailable for the meeting.
  14. My committee/organization has a set the business quorum to 50% plus 1. Recently one of the members resigned prior to the regularly scheduled meeting. When does the quorum adjust?Does the quorum remain the same for the regularly scheduled meeting? Does the quorum change once the member submits the resignation?Can the meeting be called to order if the current quorum is not met because of the resignation?Should we vote to accept the resignation and change the quorum to reflect the new membership number and conduct business?Are we required to vote on a resignation of a committee member?
  15. Here's the scenario our board recently faced: - there are a total of 12 members on the board - 10 show up for the meeting - on a particular motion, 4 recuse themselves during deliberation and voting due to a conflict of interest Have they therefore lost quorum? My inclination is that they have not lost quorum, but I can't find anything to support this interpretation
  16. Our HOA has failed to obtain a quorum at the last two Annual Meetings of our fairly small membership. All attempts to encourage members to attend failed last year. What suggestions can you give me for the next meeting, should we fail again? Important business needs to be conducted but we seem to be "on hold." Thanks for any help.
  17. More than half of the members emailed in advance to say that they weren't able to attend, for a variety of reasons. Thus, a few hours before our meeting time, the Chair emailed us to say that the meeting was cancelled due to a lack of quorum. Do I still need to make minutes for this cancelled regular meeting, even if it's just one sentence on our letterhead saying when and why the meeting was cancelled?
  18. Page 349 of RONR permits an assembly, upon clear and convincing evidence, to retroactively declare action taken at a prior meeting null and void due to the absence of a quorum. Situation: At the first meeting on the first day of a two day convention, the chair finds that a quorum is present when the meeting is called to order. Later in the meeting a motion was adopted. No point of order was raised about the possible absence of a quorum. The meeting later adjourned without anyone having questioned the validity of the motion which had been adopted or the presence of a quorum at any point during the meeting. At the second meeting, which was on day two of the two day convention, a point of order was made immediately after calling the meeting to order that a quorum was not present. The chair ruled the point of order well taken and ruled that a quorum was not present. Someone then made a point of order that there was no quorum present at the previous day's meeting and that the motion adopted at that previous meeting was null and void. The chair agreed and ruled the motion from the previous day's meeting null and void. No point of order was raised and no one appealed from that ruling. The convention then adjourned sine die. Questions: 1. At the the second meeting, which was without a quorum, did the chair have the authority to declare that the motion from the previous day's meeting was null and void as having been adopted when no quorum was present? 2. What is the status/validity of that ruling by the chair? 3. Does the adopted motion from the first meeting still stand as validly adopted or has it been validly ruled null and void? 4. In essence, my question is whether a ruling that prior action is null and void must be made at a properly called meeting at which a quorum is present in order for the chair to retroactively declare, on a point of order, that action taken at a prior meeting is null and void due to the absence of a quorum at the time it was adopted.
  19. My organization started its meeting with a quorum, but about halfway through, lost the number of members required to be in attendance in order to make a quorum. I have a couple of questions: Can the meeting continue to meet and go on with the agenda? How does this affect how minutes are recorded?
  20. On our Board we have a liaison member who has the right to vote on everything except items that have a money content. We are 6 members in total including the liason member. A vote of 51% is a majority vote (4 votes) When we vote on the money issue (5 people) is our majority based on the 6 people or the 5 eligible voters hence 3 votes out of 5 would meet the majority requirement Thank you
  21. The bylaws state 7 is the quorum for this group .We have not been able to enroll any new directors and that prevents us from official business. Any thoughts for a remedy to this? Thankyou
  22. Recently, during the special meeting, we needed to address two urgent matters. We were two members short on the required quorum of (25) members in attendance, as stated in our bylaws. A motion was seconded and moved to suspend the quorum section of our bylaws--even though we knew that we violated the bylaws per RONR--the decisions did not affect any finances and/or membership. The president did not rule the motion out of order and we proceeded with the special meeting even though all officers voted in favor on two motions. Later the board decided the meeting was null and void. We are a very small non-profit organization with less than 150 members--our membership grows in size during special events. Active participants averages about 20 - 40 members. My argument is that if two out of seven members to the board did not attend their board meeting would result in 5/7 = 71 percent in attendance. Whereas, a special meeting (or any general meeting) requires 25 members in attendance, we had 23/25 = 92 percent in attendance, which is 21 percent difference. All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed. For your information, using the percentage of current membership for a quorum will not work for our organization. Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws? To reiterate, the main concern was a major change to the meeting location that we attended for 100+ years and that the meetings took too long, which is why we wanted to change it to twice a year. The quorum requirement during the general meeting had been challenging in the last few years. I appreciate your input and/or advice.
  23. We have some 60 members in our guild with 4 executive board members. Our bylaws do not have anything on what constitutes a quorum. We meet regularly - so if a vote is taken and there is a question on whether we have a quorum - how would this be answered? Thank you
  24. A majority of directors is needed to hold a board meeting. A majority of members is needed to hold an association meeting. But there is no mention of how many board directors are also needed to hold an association meeting. IIs a majority of directors necessary, too, for the association meeting to occur?
  25. I know that the president of an organization doesn't count toward quorum if the bylaws specify that they are ex officio members of every committee. Does this extend to other officers with a similar provision? In our organization, the chair and both vice chairs are ex officio members of every committee. With five appointed members and three ex officio members, does that make our quorum five (majority of 8), four (majority of 7), or three (majority of 5)?
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