Guest JMS Posted March 22, 2012 at 03:03 AM Report Share Posted March 22, 2012 at 03:03 AM Our bi-laws state 'A quorum shall consist of 50 percent of the membership in good standing, excluding the primary officers. ' During our last meeting, there was not a quorum present and the meeting was conducted as normal. It wasn't until after the meeting that someone pointed out that less than 50% was present. The president is claiming that since nobody brought this to the boards attention the meeting is valid and the decisions made at this meet are also valid. Is this true? What if only two members showed up, would that be a valid meeting - if nobody spoke up and stated that there wasn't a quorum??? I'm a little confused... Link to comment Share on other sites More sharing options...
Sean Hunt Posted March 22, 2012 at 03:25 AM Report Share Posted March 22, 2012 at 03:25 AM If there is clear and convincing evidence that there was not a quorum, then at the next meeting any member may raise a Point of Order and the chair should rule that the decisions were null and void. In absence of such evidence, the business transacted stands. Link to comment Share on other sites More sharing options...
Chris Harrison Posted March 22, 2012 at 03:26 AM Report Share Posted March 22, 2012 at 03:26 AM Generally prior actions can't be invalidated due to a claim that there wasn't a quorum since it can be very difficult to demonstrate that there wasn't one at the time the vote was taken. However, if you can produce some "clear and convincing proof" that there wasn't a quorum the prior actions can be rendered null and void subject to an Appeal (RONR p. 349). RONR leaves it up to you all to determine what constitutes "clear and convincing proof". Link to comment Share on other sites More sharing options...
Guest JMS Posted March 22, 2012 at 03:29 AM Report Share Posted March 22, 2012 at 03:29 AM This was an election meeting and the votes collected clearly state there was not a quorum. The attendance taken clearly states there was not a quorum. What can I do? Link to comment Share on other sites More sharing options...
David A Foulkes Posted March 22, 2012 at 11:24 AM Report Share Posted March 22, 2012 at 11:24 AM This was an election meeting and the votes collected clearly state there was not a quorum. The attendance taken clearly states there was not a quorum. What can I do?I'd say neither of these offer "clear and convincing proof" in my opinion. How was the vote taken? Even if a quorum is present, if enough members abstain, the vote count, if it was recorded accurately, would reflect numbers less than a quorum. As for attendance taken, how was this handled? The secretary calling out names and members replying "here" or "present"? A sign up sheet at the door? Is it possible the accuracy of the attendance could be questioned?In the end, RONR offers no guidelines on what is "clear and convincing proof." It is up to the assembly to determine that. If you were to raise a Point of Order at the next meeting, and the chair rules it not well taken, and you Appeal the chair's decision (requires a second, btw), you can offer your "proof" and the assembly will decide. Link to comment Share on other sites More sharing options...
Trina Posted March 22, 2012 at 11:39 AM Report Share Posted March 22, 2012 at 11:39 AM Our bi-laws state 'A quorum shall consist of 50 percent of the membership in good standing, excluding the primary officers. ' During our last meeting, there was not a quorum present and the meeting was conducted as normal. It wasn't until after the meeting that someone pointed out that less than 50% was present. The president is claiming that since nobody brought this to the boards attention the meeting is valid and the decisions made at this meet are also valid. Is this true? What if only two members showed up, would that be a valid meeting - if nobody spoke up and stated that there wasn't a quorum??? I'm a little confused...You are quite right that 'nobody speaking up' is not the key criterion. The actual presence of a quorum is what matters. So, if the two members 'meet' and carefully refrain from pointing out the elephant in the room ("you know, we actually need at least 17 people here to reach quorum") that silence does not a valid meeting make.Also, if this was a general membership meeting (which it sounds like, since you say it was an election meeting), then the president is also incorrect in saying that someone should have brought the matter 'to the boards attention' -- since the board does not exist (as a body) at a meeting of the general membership. A member could have raised a point of order (to bring the matter to the attention of the chair, and of the assembly).As other posters have said, the issue you face after the fact is the 'clear and convincing proof' question. You will know better than we do if the attendance list you mention provides clear evidence or not -- if the attendance list falls short by just a few members, it's easy to assume a few people who were actually there were missed. On the other hand, if the records of attendance are way off from the quorum requirement, that will be more convincing (to the assembly that is the ultimate judge of this question). Incidentally, if this was a membership meeting, the point of order should be raised, and the decision made, at a membership meeting (not at a meeting of the board). Link to comment Share on other sites More sharing options...
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