Dispute re: quorum present

[Guest guest_lynne]

Our (quite small) organization’s constitution identifies quorum at our AGM as a specific number (less than 20). At each AGM, we have everyone sign our AGM log book when they arrive and the log book for this year’s AGM has one less signature than required for quorum. We voted on major changes to our constitution at this AGM so there’s concern that if we don’t have proof of quorum, we can’t proceed with the changes to the constitution. One of the members that was present at the AGM has suggested that as long as the president stated that quorum was met, it doesn’t matter how many members signed in. I’m pretty sure we don’t have enough signatures because we didn’t have enough members at the meeting and based on casual conversations, I’m not the only board member that thinks that. My question is: does the board need to prove that quorum was met (e.g. by signatures in a log book or a roll call or…) or is the President’s statement that there was quorum sufficient (i.e. the statement overrides the log book)? Any help would be appreciated.

[Tim Wynn]

Our (quite small) organization’s constitution identifies quorum at our AGM as a specific number (less than 20). At each AGM, we have everyone sign our AGM log book when they arrive and the log book for this year’s AGM has one less signature than required for quorum. We voted on major changes to our constitution at this AGM so there’s concern that if we don’t have proof of quorum, we can’t proceed with the changes to the constitution. One of the members that was present at the AGM has suggested that as long as the president stated that quorum was met, it doesn’t matter how many members signed in. I’m pretty sure we don’t have enough signatures because we didn’t have enough members at the meeting and based on casual conversations, I’m not the only board member that thinks that. My question is: does the board need to prove that quorum was met (e.g. by signatures in a log book or a roll call or…) or is the President’s statement that there was quorum sufficient (i.e. the statement overrides the log book)? Any help would be appreciated.

You don't have to prove that a quorum was present. You have to prove that a quorum was NOT present. See RONR(10th ed.), p. 338, l. 22-28.

[David A Foulkes]

I think it might be a good idea in the future if the chair actually counts how many members are in the room. Since it was less than 20 this time around, it shouldn't be too hard. At worst, he might have to take off his shoes and socks to count that high. It is one of the duties of the chair to determine if a quorum is present or not, before calling the meeting to order. (p. 337 ll. 34ff) Depending on signatures in a book is questionable, at best, although at this point the book does seem to support the absence of a quorum. though not definitively.

[Gary Novosielski]

I agree that a signature book proves very little. It doesn't even prove that there was ever a quorum, since it does not prove that all the signers were ever present at the same time. Anyone could have left after signing. And it certainly doesn't prove the absence of a quorum either.

[Josh Martin]

My question is: does the board need to prove that quorum was met (e.g. by signatures in a log book or a roll call or…) or is the President’s statement that there was quorum sufficient (i.e. the statement overrides the log book)? Any help would be appreciated.

A Point of Order regarding the lack of quorum should have been raised at the time. After the fact, it is assumed that a quorum was present unless there is "clear and convincing proof" that it was not. It will be up to the assembly to determine whether the log book constitutes "clear and convincing proof."

[Guest Joanne]

Similar in scope - we just held our AGM without quorum.  We are an NGO where our Board of Directors are the members...we have no paid or unpaid membership.  We had about 50 paying guests.  About 2 hours before the meeting took place we had 3 board members cancel out due to illness.  We proceeded with the meeting because it was so lst minute.  It didn't give us time to do any proxy voting ahead of time (that option is in our bylaws)...question is can we have proxy votes after the meeting is held?

[Guest Edgar]

This forum works best if you post your new question as a new topic. This topic is over two-and-a-half years old.

 

As for proxies, see FAQ #10 (paying particular attention to the last sentence).

[Gary c Tesser]

I don't think that Lynne, the original poster from 2 1/2 years ago, will be confused by cross-discussion, nor will anyone else. C'mon.

Guest Joanne: 'Fraid not. With rare exceptions, you can't do anything substantive in the absence of a quorum And post-meeting proxy votes? How about having the board members' unborn children vote, after the meeting is held, say in 2025 when they're in the third grade?

[Guest Edgar]

I don't think that Lynne, the original poster from 2 1/2 years ago, will be confused by cross-discussion, nor will anyone else.

 

That's not the only consideration . . . and I actually commend our guests for searching the archives so diligently (especially as it seems quite reasonable to find an existing topic and continue it rather than start a new one).

 

But sometimes the responders get confused and, in any case, must skim through all the previous (and mostly irrelevant) posts in order to determine if they are (or aren't) relevant.

 

In any case, it's not a hangin' offense which is why I usually try of offer some limited help in addition to what I think is a very mild suggestion to post anew.