Vote with a Miscounted Quorum?

[hi.hello.howareyou1]

My community group has a quorum of 20 voting members (our group also includes non-voting members). At our last general membership meeting there were about 24-26 people present (not all voting members). On the agenda was a vote to amend our bylaws. The start of the meeting was delayed because a member made a point of order that a quorum was not present.

When we thought we had achieved quorum (several members counted 20 voting members--the presiding officer did not count at all, she took members' word that there was a quorum), we voted to approve the motion. After the meeting, upon review of the sign-in sheet it appeared that only 19 voting members had signed in (we weren't sure everyone signed in).

I have a two questions:

1) Can quorum be achieved if it is perceived by all members present that it has been achieved (even if documentation does not back it up)?

2) Should our community group consider our motion to amend the bylaws to be approved?

Thanks in advance for your feedback.

[AnonymousBlue]

I believe this query probably belongs in the general rather than the advanced forum since the answer is rather straightforward: RONR (11th ed.) , p. 349, ll. 25-28 states, " a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal . . . ."

Under this rule and the circumstances described, the amendment of the bylaws is presumed valid. The chair apparently contemporaneously ruled, based on evidence she deemed satisfactory, that a quorum was present.

If at some subsequent time a point of order were to be raised that a quorum was not present at the time the bylaws amendment was declared adopted (presumably based on the sign-in sheet), the chair would then rule whether the sign-in sheet constitutes "clear and convincing proof" that a quorum was absent, despite the possibility that not every voting member signed it and the fact that members present at the time had counted at least 20 voting members. Were I in the chair, under those facts I would not consider the "clear and convincing proof" standard to have been met -- but, however the chair might rule, that ruling would be subject to an appeal and the majority of those voting could then decide the issue.

[Gary c Tesser]

I am chagrined to admit that I have spent about 15 minutes replying to this question while having mis-read the original post's second sentence to say, "there were about 24-26 people present (excluding voting members)." Savvy observers please note that that mistake is not insignificant. Invoking the 3 AM rule, I now post that material herewith, herebelow (or hereunder, I forget which is which, except maybe one of them is a real word), to serve as a possibly entertaining first draft, or perhaps as a cautionary lesson (I forget which is which). Please note that some of it looks nasty, snarky, rude, or disrespectful. I assure you it's not; that appearance is a side-effect of the 3 AM rule. Following that I will post a second, more observant, if drowsier, attempt at coherence and courtesy, having, one hopes, accurately read the second sentence, and maybe with luck the rest of them.

1. Yes of course. And consider hiring an accountant, as your group apparently needs outside help in counting to twenty.

1) a. But if your organization's rules explicitly make the sign-in sheet definitive, then if it says there were 19, then no, there was no quorum, period. That rule takes precedence over reality. If there was a group photograph taken of the members at the time of the vote, and if the photo clearly shows your 24- 26 people, or any number greater than 19; and if all your members clearly remember that there were 24 - 26 people in the room, or any number greater than 19 not counting non-members or the geranium on the windowsill, then clearly, since the sign-in sheet is law, the members are delusional, and the photograph is lying.

You want to buy that, I have a bridge here in Brooklyn that I'd like to sell you too.

1) b. However.

The original post's second sentence says there were 24 - 26 people present, not counting non-members. That means that Original poster "hi.hello. ..." (please, please, something else) tells us that 24 - 26 members were present. So you know that there were 24 - 26 members there, don't you? and you know that 24 - 26 is more than 20, don't you?

2. If the only issue about whether the motion to amend the bylaws was adopted (the preferred terminology, though the U.S. Constitution uses "passed", so why quibble) was whether there was a quorum present when the vote on adopting the amendments to the bylaws was voted on, then, either:

2) a. The bylaws were adopted if a quorum was present when the vote was taken. See #1, above.

2) b. The bylaws were not adopted, nor was any other business legitimately transacted, if there were no quorum present.

____________

And now, The Larch*.

(Or, per the immortal line from the second episode of Star Trek, aired in autumn 1966: "One! More! Time!")

1. Yes indeed. (Sounds like a horribly familiar start, but wait.) RONR says, "... the continued presence of a quorum is presumed" [p. 349; read the page for the context], and, "Because of the difficulty likely o be encountered in determining exactly how long the meeting has been without a quorum ... a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively.... [also p. 349, also please do read it]." So unless your group considers the sign-in sheet to be clear and convincing proof that there was no quorum -- not likely, since all members present perceived that there was -- then there is no standing for a challenge.

2. Also yes indeed, I guess, though my first reply to question 2, above, applies.

Next time try asking during business hours, if only to avoid the 3 AM rule surcharge.

__________

*Classical reference. Explanation available for 25 cents postpaid, or PayPal (Reg. Penna. Dept. Agr.).

[sMargaret]

Wowza, Gary - was that the 3am rule, or the catnip rule?

There was a point of order made in the meeting that there was not a quorum. The members, at that point, seem to have counted that there was a quorum. This point of order was not, presumably, followed by an Appeal the Decision of the Chair, correct?

I would suggest that any point of order regarding the existence or non-existence of quorum has already been dealt with by the general members, and the existence of a sign-in sheet with only 19 names on it is therefore irrelevant.

[hi.hello.howareyou1]

Thanks so much to all of you for your very helpful responses. Our little community group can move forward with a clear conscience.

PS: I am an ardent follower of the 3AM rule.