Quorums

[abailey]

How should it be noted in the minutes that the meeting began without a quorum then half way through, a member comes in and there is now a quorum? The items he missed were gone over again and voted on, except for the agenda.

[Sean Hunt]

How should it be noted in the minutes that the meeting began without a quorum then half way through, a member comes in and there is now a quorum? The items he missed were gone over again and voted on, except for the agenda.

The mistake was going through and voting on things in the first place, without a quorum. If you don't have a quorum, the meeting can't transact any business; it will have to sit on its hands until it gets a quorum or adjourns.

Other than that, the presence or absence of quorum should not be noted in the minutes.

[abailey]

They did not vote on anything until the fifth person arrived making a quorum. They went back and reviewed the items again and then voted once a quorum was present.

[Gary Novosielski]

They did not vote on anything until the fifth person arrived making a quorum. They went back and reviewed the items again and then voted once a quorum was present.

Yes but even discussing those items at all, in the absence of a quorum, is prohibited. So they would not have anything to do "again" because doing it at all was not allowed until a quorum was present.

[Sean Hunt]

Yes but even discussing those items at all, in the absence of a quorum, is prohibited. So they would not have anything to do "again" because doing it at all was not allowed until a quorum was present.

It's probably worth clarifying that he means discussing them as a formal procedure. It's fine for everyone to talk about whatever by first recessing the meeting and then chatting about things until a quorum is present, but from a procedural standpoint, no discussion can occur. So as far as your minutes are concerned, nothing of interest happened until quorum was obtained.

[jstackpo]

Yes but even discussing those items at all, in the absence of a quorum, is prohibited. So they would not have anything to do "again" because doing it at all was not allowed until a quorum was present.

Except... (there are always exceptions) ... if debate is under way (there was a quorum present when the motion being debated was offered), then it can continue even if folks have left and it is even painfully obvious that there is no longer a quorum present - p. 349. A "no quorum" point of order does stop the debate, however, although it cannot interrupt the speaker. And, of course, prevents a vote, too.

[David A Foulkes]

How should it be noted in the minutes that the meeting began without a quorum then half way through, a member comes in and there is now a quorum? The items he missed were gone over again and voted on, except for the agenda.

For future reference, it is the duty of the Chair to determine that a quorum is present before calling the meeting to order. If there is no quorum present, he should wait a "reasonable" amount of time before calling the meeting to order to see if enough members show up to make a quorum. At some point, if still no quorum is present, he should call the meeting to order anyway. In the absence of a quorum, there are four valid actions the assembly can take: adjourn, recess, create an adjourned meeting, or take steps to obtain a quorum. No other business can be validly conducted (approving minutes, adopting agenda, discussing items, etc).

If:

• the quorum-making member was expected, and
  
• the other members didn't mind waiting
  

the chair should have either held off calling the meeting to order, or called it to order and asked for unanimous consent to Recess, until the member arrived.

So far, it doesn't sound like the group violated the rules in such an egregious as manner as to warrant sending the Federal Bureau of Parliamentarians after you. But keep an ear peeled for the pitter-patter of crocodile paws.

[Chris Harrison]

if debate is under way (there was a quorum present when the motion being debated was offered), then it can continue even if folks have left and it is even painfully obvious that there is no longer a quorum present - p. 349.

So if debate is ongoing when the quorum is lost the inquorate meeting could in theory continue to debate the question until 1) a Point of Order is raised, 2) a motion is made that isn't one of the four permitted actions, or 3) everyone's rights of debate have been exhausted or no one else wishes to speak on the question?

[jstackpo]

That is how I read p. 349.

[George Mervosh]

Except... (there are always exceptions) ... if debate is under way (there was a quorum present when the motion being debated was offered), then it can continue even if folks have left and it is even painfully obvious that there is no longer a quorum present - p. 349. A "no quorum" point of order does stop the debate, however, although it cannot interrupt the speaker. And, of course, prevents a vote, too.

So if debate is ongoing when the quorum is lost the inquorate meeting could in theory continue to debate the question until 1) a Point of Order is raised, 2) a motion is made that isn't one of the four permitted actions, or 3) everyone's rights of debate have been exhausted or no one else wishes to speak on the question?

http://www.robertsrules.com/faq.html#3

I'd also suggest, John, it's really not improper (by rule) to interrupt a speaker to point out no quorum exists. RONR (11th ed.), p. 249, ll. 13-16.

[Bruce Lages]

I'd also suggest, John, it's really not improper (by rule) to interrupt a speaker to point out no quorum exists. RONR (11th ed.), p. 249, ll. 13-16.

Although on p. 349, ll.16-19, it says "Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking." (my emphasis). Perhaps this is a case of a specific provision taking precedence over a general provision?

[George Mervosh]

Although on p. 349, ll.16-19, it says "Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking." (my emphasis). Perhaps this is a case of a specific provision taking precedence over a general provision?

Indeed and I missed that......thanks, Bruce.

[Guest Edgar]

Other than that, the presence or absence of quorum should not be noted in the minutes.

Other than what?

I think the minutes should record that the meeting was called to order on time (assuming it was), that no quorum was present, and then record when a quorum was obtained (if it was).

[Josh Martin]

How should it be noted in the minutes that the meeting began without a quorum then half way through, a member comes in and there is now a quorum? The items he missed were gone over again and voted on, except for the agenda.

Based on the circumstances, I don't think it needs to be noted at all.

Other than that, the presence or absence of quorum should not be noted in the minutes.

In general, or in this circumstance?

Other than what?

I think the minutes should record that the meeting was called to order on time (assuming it was), that no quorum was present, and then record when a quorum was obtained (if it was).

Since nothing really happened during the time the meeting was inquorate (except possibly debate), I don't think this serves any useful purpose.

[Guest Edgar]

Since nothing really happened during the time the meeting was inquorate (except possibly debate), I don't think this serves any useful purpose.

Since I assume you agree that the minutes should record when the meeting was called to order, doesn't it seem reasonable to mention that a quorum wasn't present at that time? And, if so, wouldn't it also be reasonable to record that, at some point, a quorum was obtained? Or that, alternatively, the meeting was adjourned for lack of a quorum? If nothing else, it reinforces the idea that a meeting can (and should) be held even in the absence of a quorum. It also records that the meeting started on time.

Now if the assembly was just one member short and everyone knew he'd show up in a few minutes, it might be simpler to simply wait and call the meeting to order after he arrived, in which case the minutes would have noting to say about the quorum (or lack thereof).

[Josh Martin]

Since I assume you agree that the minutes should record when the meeting was called to order, doesn't it seem reasonable to mention that a quorum wasn't present at that time? And, if so, wouldn't it also be reasonable to record that, at some point, a quorum was obtained? Or that, alternatively, the meeting was adjourned for lack of a quorum? If nothing else, it reinforces the idea that a meeting can (and should) be held even in the absence of a quorum. It also records that the meeting started on time.

Now if the assembly was just one member short and everyone knew he'd show up in a few minutes, it might be simpler to simply wait and call the meeting to order after he arrived, in which case the minutes would have noting to say about the quorum (or lack thereof).

As I noted, in this particular case, I don't see how any useful purpose is served by recording this information. Since nothing substantive happened while the assembly lacked a quorum, the minutes would simply note:

The meeting was called to order at X:XX PM. A quorum was not present.

A quorum was present at Y:YY PM.

I can certainly see how recording the lack of a quorum would be important in other situations, but I don't see what purpose it serves here.

[Guest Edgar]

the minutes would simply note:

The meeting was called to order at X:XX PM. A quorum was not present.

A quorum was present at Y:YY PM.

That's all I meant to suggest. If I suggested more, I'll have to figure out tomorrow.

[Guest George the Duck]

OP: what you're saying is there was NO MEETING UNTIL the member arrived constituting a quorum, therefore a valid meeting.

Others: this is not a case where a meeting began with a quorum, and lost it or lost it/regained it, this meeting did not rightfully begin until the quorum was established.

So...I guess the premeeting was a warm-up.

[Sean Hunt]

OP: what you're saying is there was NO MEETING UNTIL the member arrived constituting a quorum, therefore a valid meeting.

Others: this is not a case where a meeting began with a quorum, and lost it or lost it/regained it, this meeting did not rightfully begin until the quorum was established.

So...I guess the premeeting was a warm-up.

That's not true at all. A meeting can be called to order without a quorum, and eventually should be if it is apparent that a quorum will not show up. The business that can be transacted is limited (in most cases, restricted to motions to Recess or Adjourn) but it is, nonetheless, a valid meeting.

[Josh Martin]

That's all I meant to suggest. If I suggested more, I'll have to figure out tomorrow.

I know that's all you were suggesting. What I'm questioning is the purpose behind recording this. In other cases, recording the absence of a quorum might be important (such as if the board took some action in the absence of a quorum). In this case, however, it doesn't seem to serve any useful purpose.

[David A Foulkes]

I know that's all you were suggesting. What I'm questioning is the purpose behind recording this. In other cases, recording the absence of a quorum might be important (such as if the board took some action in the absence of a quorum). In this case, however, it doesn't seem to serve any useful purpose.

It seems what you're saying is it is on a case-by-case basis whether the minutes should reflect the lack of quorum, and only if doing so serves some useful purpose, so the next question is who decides to include it - the Secretary, or the assembly by motion or unanimous consent?

If abailey's Chair had called the meeting to order at the appointed time, fully expecting Mr. Johnny-Come-Later to arrive shortly, and they sat there in stony silence doing and saying nothing until he appeared, then it might not bear mention in the minutes that a quorum was not present at the call to order. If every time Johnny excused himself to the restroom (breaking the quorum momentarily) the group sat patiently and silently waiting for his return before continuing business, it would not likely bear mentioning that the meeting was temporarily inquorate.

But, if Johnny never showed that night, and 10 minutes after calling to order the Chair asked for unanimous consent to adjourn, with nothing at all said or done by the assembly, it might be worth noting that the reason the minutes are two sentences long is that there was not a quorum present. But whose call is that?

A motion that doesn't receive a second (was never before the assembly, at no time was considered as any business) gets a nod in the minutes, while a motion that may have gone nearly to a vote after lengthy debate and possible amendment(s) yet was withdrawn by the maker (with the assembly's permission) is not mentioned at all. And the notation of lack of a quorum is iffy?

[Dan Honemann]

I know that's all you were suggesting. What I'm questioning is the purpose behind recording this. In other cases, recording the absence of a quorum might be important (such as if the board took some action in the absence of a quorum). In this case, however, it doesn't seem to serve any useful purpose.

I agree.

As I noted, in this particular case, I don't see how any useful purpose is served by recording this information. Since nothing substantive happened while the assembly lacked a quorum, the minutes would simply note:

The meeting was called to order at X:XX PM. A quorum was not present.

A quorum was present at Y:YY PM.

I can certainly see how recording the lack of a quorum would be important in other situations, but I don't see what purpose it serves here.

Neither do i.

[Josh Martin]

It seems what you're saying is it is on a case-by-case basis whether the minutes should reflect the lack of quorum, and only if doing so serves some useful purpose, so the next question is who decides to include it - the Secretary, or the assembly by motion or unanimous consent?

It is the secretary's duty to prepare the minutes, and it is ultimately the assembly's responsibility to ensure their accuracy and make corrections if necessary. So a bit of both, but I think it would be at the Secretary's discretion at first.

If abailey's Chair had called the meeting to order at the appointed time, fully expecting Mr. Johnny-Come-Later to arrive shortly, and they sat there in stony silence doing and saying nothing until he appeared, then it might not bear mention in the minutes that a quorum was not present at the call to order. If every time Johnny excused himself to the restroom (breaking the quorum momentarily) the group sat patiently and silently waiting for his return before continuing business, it would not likely bear mentioning that the meeting was temporarily inquorate.

But, if Johnny never showed that night, and 10 minutes after calling to order the Chair asked for unanimous consent to adjourn, with nothing at all said or done by the assembly, it might be worth noting that the reason the minutes are two sentences long is that there was not a quorum present. But whose call is that?

See above.

A motion that doesn't receive a second (was never before the assembly, at no time was considered as any business) gets a nod in the minutes, while a motion that may have gone nearly to a vote after lengthy debate and possible amendment(s) yet was withdrawn by the maker (with the assembly's permission) is not mentioned at all. And the notation of lack of a quorum is iffy?

RONR clearly provides that all main motions are recorded, except those that are withdrawn.

RONR mentions nothing about recording the absence of a quorum. RONR notes that "secondary motions that were not lost or withdrawn, in cases where it is necessary to record them for completeness or clarity" (RONR, 11th ed., pg. 470). I think it could be reasonably argued that the same principles apply to recording the absence of a quorum. Like secondary motions, there are some cases where this fact is necessary to properly understand what happened at the meeting. There are also a few cases where the lack of quorum would be recorded because it is included in some other item that is recorded (such as if a Point of Order is raised regarding the lack of quorum).

I'm not clear on what the basis is for the argument that the lack of a quorum should always be recorded, considering it is not mentioned in the rules governing the content of the minutes.

[Guest Edgar]

I'm not clear on what the basis is for the argument that the lack of a quorum should always be recorded, considering it is not mentioned in the rules governing the content of the minutes.

And I'm wondering why there's any objection to simply recording the absence of a quorum. As I suggested, if nothing else it serves to remind members that a meeting can be held without a quorum, something Guest_George the Duck misunderstood when he said, "this meeting did not rightfully begin until the quorum was established".

I would also suggest that "the rules governing the content of the minutes" do not preclude reasonable augmentation.

[Josh Martin]

And I'm wondering why there's any objection to simply recording the absence of a quorum. As I suggested, if nothing else it serves to remind members that a meeting can be held without a quorum, something Guest_George the Duck misunderstood when he said, "this meeting did not rightfully begin until the quorum was established".

As noted, I still don't see any useful purpose in this case. I will concede, however, that I don't see how it would hurt anything.

I would also suggest that "the rules governing the content of the minutes" do not preclude reasonable augmentation.

I agree, and I think reasonable augmentation is exactly what I've been suggesting.