Quorum Determination

[Guest Joseph Alfieri]

I am a relatively new Board member in a HOA. At our last Board meeting it was put that a quorum did not exist for that meeting.

Here is the scenario:

9 member Board

1 outstanding resignation that was voted to not accept at the previous meeting

1 newly received resignation (within 2 weeks of this meeting)

Both resignees were in the audience.

3 Board members absent

4 Board Members present.

I have gone over our bylaws and there is not a ruling there to determine a quorum with regards to Board meetings. Traditionally the Board has used a 51% majority rule. We also defer to RONR for more specifics.

Did a quorum exist? The Board was informed at the begining of the meeting by a member of the audience that a quorum did not exist but the Board continued with the meeting and conducted business as usual.

Thank You

Joseph Alfieri

[Chris Harrison]

Unless your bylaws say otherwise those two people who submitted their resignations are still Board members until the resignations are formally accepted by whichever body is authorized to fill the vacancy (RONR pp. 289-292).

[David A Foulkes]

Here is the scenario:

9 member Board

1 outstanding resignation that was voted to not accept at the previous meeting

1 newly received resignation (within 2 weeks of this meeting)

Both resignees were in the audience.

3 Board members absent

4 Board Members present.

I have gone over our bylaws and there is not a ruling there to determine a quorum with regards to Board meetings. Traditionally the Board has used a 51% majority rule. We also defer to RONR for more specifics.

Did a quorum exist?

If in fact the bylaws say nothing as to the quorum of Board meetings, and RONR has been adopted as your parliamentary authority, then yes.

As noted, a resignation (which RONR looks upon as a Request to be Excused from a Duty) must be accepted, typically by majority vote or unanimous consent. Until that time, the member is still a member (in this case, of the board). Your quorum, per RONR, is a majority (more than half) of the members. On a 9 member board, half being 4 1/2, you would need at least 5 members present to have a quorum. You had 6, although the two members who had submitted their resignations might have thought of themselves as only audience members.

[Guest Joseph Alfieri]

Thank you all for your quick response to my query.

After further review of the printed minutes and the taped recording from the meeting in question I have ascertained the timeline of events that evolved:

1. Of the 2 Board members seated in the audience one of them formally questioned the quorum. A heated debate did occur ending with that Board member leaving the building.

2. One of the Board members who was seated on the dais during the heated debate exclaimed "I quit" and placed a written letter of resignation on the table. That Board member also exited the building.

At that point in time the roster was:

3 Board members at the dais.

3 Board members absent

1 Board member seated in the audience.

2 Board members walked out.

By using RONR we did not have a quorum at that point and the President should have adjourned the meeting. Or at the very least called for a short recess to try and reestablish a quorum.

Neither happened.

Now I am faced with an invalid meeting and the prospect of voiding that entire meeting.

Any advice?

Thank You

[g40]

Maybe I am missing something, but I thought that the RONR default for determining a quorum (when the bylaws are silent) is to count only the total number of board members (not board positions).

So, on a 9 person board, when 2 resign (and the resignations are accepted), the majority would be 4 (more than half of 7). Am I correct?

[David A Foulkes]

Maybe I am missing something, but I thought that the RONR default for determining a quorum (when the bylaws are silent) is to count only the total number of board members (not board positions).

So, on a 9 person board, when 2 resign (and the resignations are accepted), the majority would be 4 (more than half of 7). Am I correct?

Yes, but the lingering doubt is on the status of those resignations. Unless and until they are accepted, the board member count is still 9. As the poster notes in #1, the motion to accept the first resignation was defeated at a previous meeting. The second one was submitted at the most recent (I assume) meeting, although we don't know if any action was taken on it.

[David A Foulkes]

Now I am faced with an invalid meeting and the prospect of voiding that entire meeting.

Why are you faced with "an invalid meeting and the prospect of voiding that entire meeting"? What is your position in all of this -- were you the presiding officer? one of the board members? Grand Poobah? Where do you fit in here?

[Guest Joseph Alfieri]

The second resignation had not been accepted by the time of the April meeting. It would have been heard and voted on during said proceedings. But without a valid quorum present the Board would not have be able to conduct business.

As for my involvement I am a member of the Board, though absent that day, also I am the Treasurer for our HOA and a member of the Executive Board.

Again thank you for your help. It has been most enlightening.

Our Board has a work session this Friday where I will present all my findings on the validity of the previous meeting.

[Gary c Tesser]

So I would guess that there was not a quorum, and you board members (them, with you absent) should not have pretended to conduct any valid business because you couldn't. Therefore, didn't. Mr Alfieri, is that the way you see it too?

[David A Foulkes]

Now I am faced with an invalid meeting and the prospect of voiding that entire meeting.

If the meeting was either a regularly scheduled meeting or a properly called meeting, nothing about what happened makes it "invalid." Even in either of those cases, the absence of a quorum does not invalidate the meeting, and in fact the meeting must have been called to order to satisfy the requirement of holding it as scheduled/called. Lacking a quorum, the limitations on what business could be conducted leave few actions to be taken, but the meeting was perfectly valid.

You won't find any support in RONR (11th Ed.) for "voiding that entire meeting" either, unless I haven't gotten to that chapter yet, so take that off your to-do list as well.

The questionable status of the resignations still plays in here, though, and the fact that two members (who thought they were no longer members) were actually present skews the quorum calculation in favor of the board. Resolving that issue (status of resignations) will help a lot.