Called meeting without quorum

[Guest Lanelle]

In Aug, our president called a special meeting by email to decide on a gift for our out going director. Since most members said they would go with the majority, he indicated he did not feel we needed to have the meeting. However, he and two other exec board members showed up because he did not officially cancel the meeting. Our president then called the meeting to order, discussed the gift and amount and adjourned the meeting. I just received the minutes by email.

The problem is there were only 3 out of 8 members present which was not a quorum.

If and when the minutes are presented at our next scheduled meeting in Nov, since he has cancelled the one for this month, how do I bring up the fact they are not legitimate since he did not have a quorum. Here is the gist of them, "The idea was raised of honoring......with honorary alumni status per several emails throughout the board. Most board members agreed to cast a vote with the majority. ......suggested the idea of a 3_D ..... and a picture collage along with the Honorary Alumni status. It was decided that $500 was designated to cover the cost towards the appreciation".

Should I just vote not to approve them or should I question the validity of them before a vote is called? We will probably have some new faculty members present, so I don't want to make a fool of myself or make them think I am trying to make the president or board look bad.

[Guest Edgar]

If and when the minutes are presented at our next scheduled meeting in Nov, since he has cancelled the one for this month, how do I bring up the fact they are not legitimate since he did not have a quorum.

Well, the fact that a quorum wasn't present doesn't mean the meeting was illegitimate, it just means no business could be conducted (and the minutes would, therefore, be brief).

But was the meeting legitimate to begin with? Do your rules allow meetings to be called by e-mail?

And as for canceling meetings, do your rules permit the president to cancel meetings? RONR doesn't.

[Gary Novosielski]

In Aug, our president called a special meeting by email to decide on a gift for our out going director. Since most members said they would go with the majority, he indicated he did not feel we needed to have the meeting. However, he and two other exec board members showed up because he did not officially cancel the meeting. Our president then called the meeting to order, discussed the gift and amount and adjourned the meeting. I just received the minutes by email.

The problem is there were only 3 out of 8 members present which was not a quorum.

If and when the minutes are presented at our next scheduled meeting in Nov, since he has cancelled the one for this month, how do I bring up the fact they are not legitimate since he did not have a quorum. Here is the gist of them, "The idea was raised of honoring......with honorary alumni status per several emails throughout the board. Most board members agreed to cast a vote with the majority. ......suggested the idea of a 3_D ..... and a picture collage along with the Honorary Alumni status. It was decided that $500 was designated to cover the cost towards the appreciation".

Should I just vote not to approve them or should I question the validity of them before a vote is called? We will probably have some new faculty members present, so I don't want to make a fool of myself or make them think I am trying to make the president or board look bad.

Well, the minutes are a record of what happened. If what you describe actually happened, then that's what the minutes should say happened. I don't see why you would vote against them, or question their validity. In fact, if the minutes provide evidence that the meeting was being conducted without a quorum, you want them to be approved, so you have evidence to support your claim that there was no quorum.

Then, after the minutes are approved, you could raise a point of order that since there was no quorum, any business conducted is null and void.

By the way, where is the president getting this strange meeting-cancellation power from? I hope it's from your byaws. If not, why are you letting him get away with that?

[Guest Lanelle]

Our bylaws do not give him power to cancel a meeting nor call a meeting by email. However, I am only one of 8 people on the board who seems to care enough to question things like this. The rest just follow behind rather than stand up to anyone because they are too lazy to study and learn the bylaws. We are getting a new Director soon, not soon enough for me, and hopefully he/she will get us back on track. Being the last charter member on the board, I really do not want to see us fold because of foolishness like this.

[Guest Edgar]

We are getting a new Director soon, not soon enough for me, and hopefully he/she will get us back on track.

That might work.

Or . . . you could rouse the membership from its stupor.

[Tim Wynn]

If the meeting was not properly called, or was not validly held, it did not exist . . . as an official meeting, that is. You should mention this to the chair before the next meeting, letting him know that there are no minutes to approve.

If minutes of an invalid meeting are placed before the assembly for approval, you should raise a point of order that the meeting was not valid and there are no valid minutes to approve. Such a case would be an example of several board members taking action outside of a meeting, and such action would have to be ratified at a valid meeting to be an official act of the body.

In any event, you can't vote against the approval of minutes.

[Tim Wynn]

The rest just follow behind rather than stand up to anyone because they are too lazy to study and learn the bylaws.

A leader should never bemoan the existence of followers.

[Steven Britton]

If the meeting was not properly called, or was not validly held, it did not exist . . . as an official meeting, that is. You should mention this to the chair before the next meeting, letting him know that there are no minutes to approve.

If minutes of an invalid meeting are placed before the assembly for approval, you should raise a point of order that the meeting was not valid and there are no valid minutes to approve. Such a case would be an example of several board members taking action outside of a meeting, and such action would have to be ratified at a valid meeting to be an official act of the body.

In any event, you can't vote against the approval of minutes.

If your rules don't prohibit email notice, then the only concern would be regarding the action taking place without a quorum. If an inquorate action did take place to purchase a gift, an appropriate action would be to ratify the inquorate action at the organization' s next opportunity, at a meeting with a quorum.

[Tim Wynn]

If your rules don't prohibit email notice, then the only concern would be regarding the action taking place without a quorum.

You're assuming that each member has agreed to receive notice by e-mail? RONR (11th ed.), p. 89, ll. 21-22

[Steven Britton]

You're assuming that each member has agreed to receive notice by e-mail? RONR (11th ed.), p. 89, ll. 21-22

Now that you mention it, I forgot about reading that change some time ago. Thank-you for the reminding me about the eleventh-edition change. Good catch. A Wynn-Wynn.