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A Board Meeting is announced and an Agenda is announced. There are not enough Board Members present at the meeting to make up a quorum. I realize that no votes/decisions can be made. Can you still have a meeting? Do minutes need to be taken?

Yes, have a meeting. Yes, keep minutes. However, no business can be transacted. That announced agenda can't even be adopted without a quorum.

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What if, there is an accident for example, and you have to replace board members.... how do you fix the problem.....

What do you mean by replace? If you're asking about removing board members from office, see FAQ #20. If you're asking about filling a vacancy, check your bylaws for any provision that might cover the situation. If the bylaws are silent, see RONR (11th ed.), p. 467, l. 25 - p. 468, l. 8.

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What if, there is an accident for example, and you have to replace board members.... how do you fix the problem.....

If you're the original poster and are still referring to a meeting without a quorum, you can't replace any board members at (or before or after) the meeting. If you've lost enough members to make it impossible to obtain a quorum, you might be stuck. But just because the board can't obtain a quorum for board meetings doesn't mean the general membership can't obtain a quorum at a meeting of the general membership.

If you're not the original poster you should post your question as a new topic.

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What if, there is an accident for example, and you have to replace board members.... how do you fix the problem.....

That may depend on the organization's bylaws defining a quorum. Several examples:

1. If the quorum is, say, defined as a majority of board members, then those who are killed in an accident stop counting for a quorum. So, on a board with 7 positions, the quorum would be 4. If, though, 2 are killed - and the quorum is defined as board members, then 3 would be a quorum.

2. If the quorum is defined as a majority of board positoons, then it doesn;t matter if board positions are vacant. You have to get a quorum somehow and that may mean filling the vacant positions - somehow. If the board fills vacancies - you could have a real problem.

3. A 7 person board on which I serve requires a majority of board positions or 4. However, there is one exception, in that a majority of board members is a quorum, but ONLY to fill vacant positions. So, we could meet, and fill the posiitons -- then get the quorum.

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I am the original poster. I raised the original question because we had a Board Meeting which was announced and had an Agenda for that meeting. There were not enough Board Members present at the meeting for a quorum. (We are a 16 member Board.) Do you still have a meeting? Do minutes need to be taken? Some say that you could continue to have a meeting, minutes must be taken, but no issues can be voted on. Others say that you continue with an informal meeting with no minutes. What are the options that coincide with Robert's Rules? Thanks.

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I am the original poster. I raised the original question because we had a Board Meeting which was announced and had an Agenda for that meeting. There were not enough Board Members present at the meeting for a quorum. (We are a 16 member Board.) Do you still have a meeting? Do minutes need to be taken? Some say that you could continue to have a meeting, minutes must be taken, but no issues can be voted on. Others say that you continue with an informal meeting with no minutes. What are the options that coincide with Robert's Rules? Thanks.

See post #2.

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Are there any other options?

About having a meeting? No, you must hold a meeting. About taking minutes? No, you must take minutes.

About not conducting any business (except a few procedural motions)? In an emergency, you can adopt actions in the hope that they will be ratified at a later, quorate meeting. If they are not ratified, however, the members who took the action are personally responsible for the actions taken (including any money spent), hence why it should only be used in emergencies.

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About having a meeting? No, you must hold a meeting. About taking minutes? No, you must take minutes.

About not conducting any business (except a few procedural motions)? There is the "ratify and pray" strategy, but that should only be used in emergencies.

Shouldn't it be "take action and pray for ratification"? :)

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In an emergency, you can adopt actions in the hope that they will be ratified at a later, quorate meeting.

As long as it's clear that the fact that these actions were "adopted" at a meeting is immaterial since the meeting was inquorate. In other words, it's as if they took the same actions on the bus on the way home. In still other words, the inquorate meeting provides no shelter.

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  • 4 months later...

An election is held and the members of the association vote for a new Board member. The new Board member can not make the May meeting where they are ratified by the whole Board. Do you ratify that member at the next meeting in September? Are they allowed to vote by email before ratification?

The process of ratifying an election is not one found in Robert's Rules, so you will need to look to your bylaws for the answers. (It is best to start a new discussion thread when you are starting with a set of your facts and questions)

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An election is held and the members of the association vote for a new Board member. The new Board member can not make the May meeting where they are ratified by the whole Board. Do you ratify that member at the next meeting in September? Are they allowed to vote by email before ratification?

According to the rules in RONR, new Board members take office immediately upon completion of their election, and require no "ratification" by the Board.

Also, according to RONR, nobody can ever vote by e-mail.

So your questions appear to pertain to some custom rules in your bylaws, about which we have no information. All we can say is: read and follow your rules.

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