Time Sensitive Information....No Quorum Present

[cdlove5]

If a quorum is NOT present and an important request has been made with a VERY short suspense, what measures can an organization take to support the request? Can an email vote suffice or is this NULL and VOID? Can the President make an executive decision on behalf of the organization? Is this an opportunity lost because the organization only had 2.5 days to respond? Thanks!

[jstackpo]

E-mail will not do. See p. 408 ff.

If whatever this is is really an opportunity of a lifetime, and the president - or the inquorate meeting attendees - is/are willing to take a chance that a later meeting will agree that he/they did the right thing, they can go ahead and do it.

But they MUST get the decision ratified -- RONR, p. 119 -- at the next quorate meeting.

If the ratification fails, the individuals, or the president, are stuck with whatever costs were involved and should make it clear to all that the action was, it turns out, NOT the action of the association.

[Chris Harrison]

If a quorum is NOT present and an important request has been made with a VERY short suspense, what measures can an organization take to support the request? Can an email vote suffice or is this NULL and VOID?

Null and void unless the bylaws specifically permits voting by email (RONR p. 2 footnote, p. 244d, p. 255, pp. 408-409).

Can the President make an executive decision on behalf of the organization?

Not unless the bylaws grant the President such authority.

Is this an opportunity lost because the organization only had 2.5 days to respond?

Procedurally you have two options:

1) Recess or create an Adjourned Meeting to be held before the deadline (RONR pp. 234-240) and move Heaven and Earth to get a quorum present.

2) Do whatever needs to be done and at the next meeting where there is a quorum and move to Ratify the actions taken (RONR pp. 119-120). Be forewarned though, if the motion is defeated the members who agreed to the actions would be responsible for the consequences (such as having to repay any money out of their own pockets that was spent by having taken the actions). Also, whether the actions were ratified or not the members who took the actions without a quorum could be subject to disciplinary actions for doing so.

[George Mervosh]

Ratification reminds me too much of Russian roulette.

[hmtcastle]

Ratification reminds me too much of Russian roulette.

That might be true if a few members are acting on their own. But if most of the members are in agreement and it's just a matter of not having time to hold a meeting, I would think the risk of finding the one bullet in the chamber is small.