No Quorum; what are our options

[msdpolich]

Im reading the latest edition and Im a little confussed about what action a organization can take without quorum. I had always assumed that without it, you cant really have a meeting. But I guess you can make certain motions?

Can someone clarify?

Thanks for your time.

[David A Foulkes]

Im reading the latest edition and Im a little confussed about what action a organization can take without quorum. I had always assumed that without it, you cant really have a meeting. But I guess you can make certain motions?

Can someone clarify?

Thanks for your time.

In the absence of a quorum, there are four items of business you can conduct: Adjourn (call it a day), Fix the Time to Which to Adjourn (creating an adjourned meeting, which will take place at another time and be a continuation of the current inquorate meeting, with a quorum one would hope), Recess (take a break and see if anyone shows up), and take measures to obtain a quorum (like calling members and telling 'em to get over there.)

A meeting can (and most likely should) be held without a quorum, you just can't do very much during it.

[Guest Edgar]

A meeting can (and most likely should) be held without a quorum, you just can't do very much during it.

I'm not sure about the "most likely" but . . . don't forget to take (brief) minutes for what the cognoscenti like to refer to as an inquorate meeting.

[msdpolich]

Thanks for such a quick and informative response. that makes sense. So we can have a meeting but we cant make any big decisions or anything during it. Right?

[David A Foulkes]

I'm not sure about the "most likely" but . . . don't forget to take (brief) minutes for what the cognoscenti like to refer to as an inquorate meeting.

I'll rephrase. A scheduled or properly called meeting must be held even in the absence of a quorum, unless some weird rule of the organization allows otherwise, I suppose. Your options are limited as to what can take place, and of course minutes should be taken. It is, after all, still a meeting.

Thanks for such a quick and informative response. that makes sense. So we can have a meeting but we cant make any big decisions or anything during it. Right?

Right.

[Gary Novosielski]

Thanks for such a quick and informative response. that makes sense. So we can have a meeting but we cant make any big decisions or anything during it. Right?

You also can't make any small decisions, and can't discuss much of anything, because you can't make any motions apart from those mentioned above.

Of course after you adjourn, or during that recess, you can informally shoot the breeze about any topic.

[Guest Frances Taylor]

So, if a properly called meeting is called to order, there is in fact a meeting, and the minutes must be recorded and approved. but no business can be conducted. For instance, a meeting was called to order, but there was no quorum. The minutes stated "...there was no quorum. There being no immediate, necessary business,..." Members who were there used the time to discuss relevant topics. I recorded the topics that were discussed. Then, I wrote, "After the discussion, which should not be considered an official meeting, ___ closed the discussion." I recorded the announcements and affixed the required signatures. Those minutes should be approved or amended and become an official part of the business of the organization, right?

[Guest Edgar]

Those minutes should be approved or amended and become an official part of the business of the organization, right?

Not without first deleting most of what you included.

[Trina]

Not without first deleting most of what you included.

Yes... but, if it is customary (perhaps even required by a rule of the organization) to have such extra descriptive material in the minutes, the format proposed by Guest_Frances does clearly convey that 1) the meeting occurred; and 2) the meeting was inquorate.

[Guest Edgar]

Yes... but, if it is customary (perhaps even required by a rule of the organization) to have such extra descriptive material in the minutes, the format proposed by Guest_Frances does clearly convey that 1) the meeting occurred; and 2) the meeting was inquorate.

Well, okay. So if they want to do it wrong, that's the right way to do it.

[Trina]

Well, okay. So if they want to do it wrong, that's the right way to do it.

Yup, that's a good summary of what I was saying .

I do agree that the poster, and his/her organization, would do well to review the requirements for contents of the minutes under RONR (11th ed. p. 468), and determine if they are including too much information in the minutes in general, not just in the minutes of this one inquorate meeting.

For Guest_Frances' information, according to RONR the minutes should be a record of what was done at the meeting, not a record of what was said by the members attending. That means, for example, that summaries of discussions don't appear at all (in minutes prepared in the recommended way).

[Josh Martin]

So, if a properly called meeting is called to order, there is in fact a meeting, and the minutes must be recorded and approved. but no business can be conducted. For instance, a meeting was called to order, but there was no quorum. The minutes stated "...there was no quorum. There being no immediate, necessary business,..." Members who were there used the time to discuss relevant topics. I recorded the topics that were discussed. Then, I wrote, "After the discussion, which should not be considered an official meeting, ___ closed the discussion." I recorded the announcements and affixed the required signatures. Those minutes should be approved or amended and become an official part of the business of the organization, right?

The first and last sentences of your post are entirely correct, but the middle leaves something to be desired, as the proposed minutes seem to include some extraneous material. The minutes for an inquorate meeting should look something like this (adapted from the sample minutes in RONR):

"The regular monthly meeting of the L. M. Society was held on Thursday, January 4, 2012, at 8:30 P.M., at the Society's building, the President being in the chair and the Secretary being present. A quorum was not present. The minutes of the last meeting were not read or approved.

The meeting adjourned at 9:00 P.M."

The location doesn't need to be included if it is always the same. The rest should be included, but should obviously be changed to fit the facts of your meeting.

Yes... but, if it is customary (perhaps even required by a rule of the organization) to have such extra descriptive material in the minutes, the format proposed by Guest_Frances does clearly convey that 1) the meeting occurred; and 2) the meeting was inquorate.

Well, it does convey that, but it also conveys some extraneous information. I think that even in an organization which customarily includes extra stuff in its minutes, it would be highly prudent to keep "bare bones" minutes for inquorate meetings so as to avoid the impression that anything improper was done at the meeting. A record of discussions might lead members to believe that some action was taken as a result of the discussions, especially if the assembly frequently conducts business without a formal motion (such as in a small board).

[Guest Frances]

Thank you all for your replies; they were very helpful. Now, I have another question for your consideration. How do you balance the "historical" value of minutes with the need for brevity? The minutes I prepare are those of a church board. I understand the legal implications of the board actions, but at a history seminar that I attended, the historical significance of minutes was an important subject. In addition to the legal actions, historians found that 100-year-old minutes were a reflection of society at that time. And, please, before you say, "Write a history." consider the time involved. I guess I could just copy the minutes and call them a history, but we're all busy, and that's just more editing and preparation. I do not include names except when required, but I do try to include cogent reasons for actions, especially if those actions might be controversial. So, if you have some time, please let me know what you think.

[Sean Hunt]

Thank you all for your replies; they were very helpful. Now, I have another question for your consideration. How do you balance the "historical" value of minutes with the need for brevity? The minutes I prepare are those of a church board. I understand the legal implications of the board actions, but at a history seminar that I attended, the historical significance of minutes was an important subject. In addition to the legal actions, historians found that 100-year-old minutes were a reflection of society at that time. And, please, before you say, "Write a history." consider the time involved. I guess I could just copy the minutes and call them a history, but we're all busy, and that's just more editing and preparation. I do not include names except when required, but I do try to include cogent reasons for actions, especially if those actions might be controversial. So, if you have some time, please let me know what you think.

There is certainly no reason that the secretary or someone else can't provide a summary of discussion at a meeting. The assembly could even appoint someone to take these down. However, it's generally a bad idea to include these in the official record of the meeting, since its contents should not be something subject to great controversy. The only reliable way to get something reasonably non-controversial that reflects debate is by taking down a word-for-word transcript of what was said, and even that tends to have issues if members say things they (or the assembly) doesn't want written down---and indeed, you'll find that the transcripts produced by most legislative bodies do contain edits according to the rules of that body.

[Guest Edgar]

I do not include names except when required, but I do try to include cogent reasons for actions, especially if those actions might be controversial.

One person's "fair and balanced" reporting is another person's right-wing rant.

Remember, they're minutes, not "hours". Less is more.

[Josh Martin]

How do you balance the "historical" value of minutes with the need for brevity?

Well, the rules of RONR for the content of minutes generally place historical value only upon the actions of the society (although in very rare occasions it notes that a report of a committee with historical value might be entered in full in the minutes). Debate is left out, for the sake of brevity and also for the sake of avoiding arguments over whether the debate is recorded accurately.

The minutes I prepare are those of a church board. I understand the legal implications of the board actions, but at a history seminar that I attended, the historical significance of minutes was an important subject. In addition to the legal actions, historians found that 100-year-old minutes were a reflection of society at that time. And, please, before you say, "Write a history." consider the time involved. I guess I could just copy the minutes and call them a history, but we're all busy, and that's just more editing and preparation. I do not include names except when required, but I do try to include cogent reasons for actions, especially if those actions might be controversial. So, if you have some time, please let me know what you think.

I have no objection to a society keeping more extensive records of its meetings for historical value, although I think it is generally preferable if such records are kept separately from the minutes. Personally, I would recommend the following approach if the church board finds value in such records:

-Continue keeping your more extensive records when preparing a draft.

-Keep the more extensive records as the "historical record" of the society's actions.

-Condense the more extensive records into the information needed for the minutes, and keep these separately.

-Since the historical records have already been kept, compiling them into a history may be done if desired, and it may be advisable to appoint a Historian for such a purpose (since as you note, this would cause additional work for the Secretary).

This approach has the added advantage of placing only the true minutes before the assembly for approval at a given meeting, while the historical records would likely be approved annually (possibly after being compiled into a more convenient format). Additionally, this will make it considerably easier to find basic information in the minutes (such as motions) when this is needed, and it will only be necessary to read the more extensive records when more information is desired. So it might be a little more work on the front end, but I suspect in the long run it will save time for the Secretary and the assembly.

[Guest Frances]

One person's "fair and balanced" reporting is another person's right-wing rant.

Remember, they're minutes, not "hours". Less is more.

One person's "fair and balanced" reporting is another person's right-wing rant.

Remember, they're minutes, not "hours". Less is more.

Or, left-wing rant, as the case may be.

[Guest Frances]

Well, the rules of RONR for the content of minutes generally place historical value only upon the actions of the society (although in very rare occasions it notes that a report of a committee with historical value might be entered in full in the minutes). Debate is left out, for the sake of brevity and also for the sake of avoiding arguments over whether the debate is recorded accurately.

I have no objection to a society keeping more extensive records of its meetings for historical value, although I think it is generally preferable if such records are kept separately from the minutes. Personally, I would recommend the following approach if the church board finds value in such records:

-Continue keeping your more extensive records when preparing a draft.

-Keep the more extensive records as the "historical record" of the society's actions.

-Condense the more extensive records into the information needed for the minutes, and keep these separately.

-Since the historical records have already been kept, compiling them into a history may be done if desired, and it may be advisable to appoint a Historian for such a purpose (since as you note, this would cause additional work for the Secretary).

This approach has the added advantage of placing only the true minutes before the assembly for approval at a given meeting, while the historical records would likely be approved annually (possibly after being compiled into a more convenient format). Additionally, this will make it considerably easier to find basic information in the minutes (such as motions) when this is needed, and it will only be necessary to read the more extensive records when more information is desired. So it might be a little more work on the front end, but I suspect in the long run it will save time for the Secretary and the assembly.

Josh, you have it exactly right! The approved minutes only are placed in a permanent register. The draft material used to prepare those minutes (committee reports, informational packets, source documents) is maintained in monthly folders, which are kept for a specific amount of time. Since an annual report is required, the monthly folders would be an excellent source for the annual report. Then, we would have it all--the approved minutes and the historical record. Thank you for your help.

[Sean Hunt]

Josh, you have it exactly right! The approved minutes only are placed in a permanent register. The draft material used to prepare those minutes (committee reports, informational packets, source documents) is maintained in monthly folders, which are kept for a specific amount of time. Since an annual report is required, the monthly folders would be an excellent source for the annual report. Then, we would have it all--the approved minutes and the historical record. Thank you for your help.

Note that committee reports should also be kept on file for reference.