Resignation not voted on due to bad advice

[Guest Wayne]

Situation:

1. At a regular board meeting (condo association), 9 seats total, 2 vacant. Active members =7.

2. Meeting quorum established with 5 members.

3. After start of meeting, the President announces his resignation and walks out of the room, leaving 4 members.

4. Before a vote could be taken, a lawyer from the audience, not a member of the association but invited to attend by the president, proclaims that since there is no longer a quorum (only 4 out of 9), a vote to accept the resignation cannot be taken.

5. Meeting is adjourned without a vote. Had the vote occurred, it would have been 3 to accept, 1 to not accept.

6. Several days later, the President declares that he has changed his mind and is rescinding his resignation.

Questions:

1. Is a quorum based on actual members or number of seats even though they may be vacant?

2. If indeed there was still a quorum after the President left, and since it was the chairman who announced his resignation, does that place the motion up for vote to the board? And since the meeting was adjourned before a vote, does that mean that it is still on the table to be voted on at the next meeting? Can it be rescinded after the meeting is adjourned?

3. What recourse is there against the person who gave the incorrect ruling (a lawyer for the President), since his actions resulted in a devastating result for the board? A member is still on the board yet the majority at that meeting would have voted to accept his resignation. At future meetings other members will attend and the vote might go differently than it would have at that meeting.

[jstackpo]

1.  No.  It is based on the number of living breathing members.  But...  that number "5" could be in your condo bylaws.  Check them. If so, you are stuck.

2.  A missing detail from step #4:  Was a motion actually made to accept the resignation?  If not, you are stuck. But you are probably stuck anyway since no vote was taken.  Next time don't allow guests in your meetings - majority vote invites them in (or kicks them out), not the whim of the president. (It sounds like a set-up!)  

Since the president withdrew (not "rescinded") his resignation, which is a a request - see p. 289 - before a vote could be taken, the question is off the table.

3.  Don't invite him back; don't pay his bill (if any). Ask him publicly what his parliamentary qualifications are. (Law schools don't teach parl-proc.)

[David A Foulkes]

Situation:

1. At a regular board meeting (condo association), 9 seats total, 2 vacant. Active members =7.

2. Meeting quorum established with 5 members.

3. After start of meeting, the President announces his resignation and walks out of the room, leaving 4 members.

4. Before a vote could be taken, a lawyer from the audience, not a member of the association but invited to attend by the president, proclaims that since there is no longer a quorum (only 4 out of 9), a vote to accept the resignation cannot be taken.

5. Meeting is adjourned without a vote. Had the vote occurred, it would have been 3 to accept, 1 to not accept.

6. Several days later, the President declares that he has changed his mind and is rescinding his resignation.

Questions:

1. Is a quorum based on actual members or number of seats even though they may be vacant?

2. If indeed there was still a quorum after the President left, and since it was the chairman who announced his resignation, does that place the motion up for vote to the board? And since the meeting was adjourned before a vote, does that mean that it is still on the table to be voted on at the next meeting? Can it be rescinded after the meeting is adjourned?

3. What recourse is there against the person who gave the incorrect ruling (a lawyer for the President), since his actions resulted in a devastating result for the board? A member is still on the board yet the majority at that meeting would have voted to accept his resignation. At future meetings other members will attend and the vote might go differently than it would have at that meeting.

1. Do your bylaws say what your quorum is? If so, that's what it is. You'll need to check your bylaw language to see if it is based on members only (vacancies not counted, therefore 7) or on the fixed membership (9, regardless of vacancies). So, you tell us. If there's nothing in there at all, then it would be the RONR default of 7 (based on membership, not positions).

2. No. No. Yes.

3. Well, after the President left the room, the Vice-President (do you have one?) should have taken over as the presiding officer. If no VP, the assembly should have held a quick election for a chair-pro-tem. And it is the presiding officer who makes rulings, not anyone else. Frankly, it was your (you all, that is) fault for accepting the "rulling" of the lawyer non-member, who shouldn't have been allowed to speak at all without the assembly suspending the rules (requires 2/3 vote or unanimous consent) to allow it. What recourse? Learn the rules (RONR, that is) and be sure of your bylaws. But that's all for next time, because the President is back.

[Guest Wayne]

Our bylaws define a quorum of the board as follows:

"At all meetings of the Board of Directors a majority shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at any meeting at which a quorum is present shall be the acts of the Board."

Does this mean majority of actual members?

[jstackpo]

Yes. See p. 403, lines 25 ff. And the footnote.

Also, p. 3: A "member" is a "person". Clearly an empty, vacant, position is not a person.