quorum

[cam]

At an annual shareholder meeting there was a quorum that consisted of proxies and shareholders present and as the evening went along some shareholders left.

Can a motion to be taken from the floor for a vote that was not on the agenda for the meeting and so was not available for all shareholders to consider. Do we have to recount to see if there is a quorum and could the proxies that were designated for specific agenda items votes be considered part of the quorum.

Our by-laws read: The shareholders present at a duly organized meeting many continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

[Rev Ed]

You answered your own question. If the By-laws allow for a meeting to continue without the presence of a quorum, it certainly sounds legit.

[Trina]

Whether the particular motion was proper also depends on whether it was a type of motion that would require notice (by its nature, or because of your own rules). As far as how proxies are to be counted toward quorum, all details concering proxies should be specified in your bylaws (RONR has little to say about proxies, although it does note that the use of proxies is common is stock corporations).

[Rev Ed]

What "little" RONR states about proxies is to discourage their use. However, like Trina states proxies are commonly used in stock corporations.

Also, just because the motion was not known beforehand does not mean that it would not be proper.