motion & lack of a quorum questions

[Guest Mike]

#1     If an association is not able to vote on a proposal because of a lack of a Quorum, is that proposal automatically tabled for the next meeting, or because of a lack of a quorum is it the case that no business can be transacted, no motions can be made or acted on, or that any business done is null and void?

 

#2     If there is a lack of a quorum, is it as if the meeting and/or business discussed never existed?

 

#3    At a subsiquent meeting, if a proposal different from the one presented when lacking a quorum is presented as a motion, is the board required to address the first proposal?

 

#4    In order for a motion to be tabled, must it first be moved and seconded and voted on in order to place it on the table?  and is its use is to set aside a main motion for more pending business?

[Transpower]

1.  If there is no quorum, no motion other than that related to obtaining a quorum may be entertained (or to fix the time to which to adjourn, adjourn, or recess).  RONR (11th ed.), p. 347, ll. 30-32.

 

2.  The meeting is deemed to have occurred.

 

3.  No, see #1. 

 

4.  There is no such thing as "tabling" a motion. A motion may be postponed definitely or laid on the table.  But the motion must first have been made.

[Gary c Tesser]

1.  Not automatically "tabled" (see note 1a). It's a nullity. No business can be transacted and no substantive motions can be made (let alone acted upon).  (There are four procedural actions that may be taken:  to recess; to set up a continued meeting, in the perhaps pollyannaish hope that a quorum will show up then unless you put elbow grease into making it happen; to take steps to get a quorum up (cell phones are revolutionary in this regard; I can tell you a 1992 story, remind me about Seth), and finally, to Adjourn, wearing your despondency like hearts on your sleeves, and when you phone to ask me about Seth, remind me please to look that up to finally find out what it means.)  Yes, since no business can legitimately be transacted, any and all business that is illegitimately transacted is illegitimate.  Also null and void.  (It's not like an illegitimate baby, whom no one denies actually exists,  ... Well, yes, some people do.  There is no limit to human stupidity; it might be the only theoretically infinite thing.)

 

1a. "Tabled" is almost always misused. See FAQ's 12 and maybe 13, on this website.

 

2. No, the meeting actually existed.  And so yes you're actually required to take minutes, though of course they will be brief unless you go ahead and do illegitimate things like we discussed in #1 above, in which case the minutes have to include every dopey illegitimate, therefore pointless and time-wasting, thing you did.  (Pointing out subsequently that all those actions were pointless and dopey, etc. etc., are what marginal notations are for, and also Beefeater's.)

 

3.  Be careful, is this a board meeting or a membership meeting?  Either way, you disregard the first motion, because remember it is a nullity, and maybe also dopey and some other things.

 

4.  If you're still talking about an inquorate meeting, do you agree that this question is pretty much moot?

-- ANd you know what?  If this question is about a meeting that actually has a quorum, please re-post it as a new discussion thread, because it's a different question altogether.

[Gary c Tesser]

O Great Steaming Cobnuts, I have been transpowered again.

[George Mervosh]

1.  Not automatically "tabled" (see note 1a). It's a nullity. No business can be transacted and no substantive motions can be made (let alone acted upon). 

 

If the motion was pending and before the assembly prior to the ephiphany that no quorum exists, and the assembly takes one of the actions permitted, but ultimately adjourns while that motion was pending, do you think that motion would automatically come up again as the first item of unfinished business (p. 358 (a) )?

[Dan Honemann]

If the motion was pending and before the assembly prior to the ephiphany that no quorum exists, and the assembly takes one of the actions permitted, but ultimately adjourns while that motion was pending, do you think that motion would automatically come up again as the first item of unfinished business (p. 358 (a) )?

 

How about the footnote on page 349?

[George Mervosh]

How about the footnote on page 349?

 

Perfect.  Thanks.

[Guest Guest]

Great information, thanks everyone. I’ve got a lot more reading to do to get the nuances down. This begs another question.

 

If the bylaws are set up so that if a meeting is held without a quorum present, and the proposal cannot be presented, but a second meeting can be called to address the same issue with fewer members required to meet the a quorum requirement, is the original issue then considered postponed to a certain time? Or does it become a new proposal/motion at the second meeting?

 

e.g.:  A meeting of the membership is called to discuss a dues increase of a specific amount, say $50. A quorum is not present but the bylaws are written in a way that allows a second meeting to be called which would require fewer members to constitute a quorum and thus allow a vote. At the second meeting there are enough members to satisfy the "lesser quorum" requirement, but now the increase that is being proposed is $100.

 

Because the second meeting was necessitated by, and a direct result of, the lack of a quorum at the first meeting, would the $50 proposal of the first meeting have been considered postponed to a certain time? Or was it nullified because there was no quorum and the $100 proposal becomes the new motion?

[Gary c Tesser]

I hope to be back, but first, it doesn't beg another question.  (Please just don't say it, at all.)

[Edgar Guest]

 . . .  the bylaws are set up so that if a meeting is held without a quorum present, and the proposal cannot be presented, but a second meeting can be called to address the same issue with fewer members required to meet the a quorum requirement

 

Firstly, we'd have to know the precise language of the bylaws (something that's beyond the scope of this forum). What, for instance, is covered by "the same issue"?

 

An analogy that comes to mind is RONR's concept of "the scope of the notice". If, for example, the current dues are $25 and (the required) notice is given of a proposed increase in dues to $50, any change in dues below $25 or above $50 would fall outside the scope of the notice and would therefore be out of order. I'm not saying this analogy is applicable to your situation. Just some food for thought.

[Josh Martin]

If the bylaws are set up so that if a meeting is held without a quorum present, and the proposal cannot be presented, but a second meeting can be called to address the same issue with fewer members required to meet the a quorum requirement, is the original issue then considered postponed to a certain time? Or does it become a new proposal/motion at the second meeting?

 

Probably the latter, but a careful reading of the rules in your bylaws on this subject will be necessary to say for sure.

 

As Edgar notes, there's also an interesting question of how much the proposal can be changed and still be considered "the same issue."

[Gary c Tesser]

If the motion was pending and before the assembly prior to the ephiphany that no quorum exists, and the assembly takes one of the actions permitted, but ultimately adjourns while that motion was pending, do you think that motion would automatically come up again as the first item of unfinished business (p. 358 (a) )?

 

How about the footnote on page 349?

 

Perfect.  Thanks.

 

It's not quite perfect, it just covers the case when it is proven that there was no quorum when the motion was introduced; it begs the question (see how easily the expression can seductively be misused? -- everybody, but I'm lookin' at you, Guest_Guest) of the case when lack of a quorum cannot be proven.  In which case, I'd say yes, that motion clearly would come up as #1 in unfinished business.

 

I'll confess that when I read the Original Post, I inferred, reading between the lines (or just assuming, being an ass, as the trite quip goes) that a quorum was not achieved from the get-go, not at all thinking about loss of quorum during the meeting.  (When you call asking me about Seth in 1992, remind me to look up get-go.); and when I read Post 5, I didn't go far enough to think about proving loss-of-quorum by the time the motion was introduced.  Great Steaming Cobnuts, I'm gonna get reamed on that Registered Parliamentarian test.

[George Mervosh]

It's not quite perfect, it just covers the case when it is proven that there was no quorum when the motion was introduced;

 

Well when you're a dumb dumb using the CD and don't click on the little red * which reveals the footnotes it's perfect enough, and would have saved me typing.  I'm still not going back to the book, at least on this computer.

[Shmuel Gerber]

It's not quite perfect, it just covers the case when it is proven that there was no quorum when the motion was introduced; it begs the question (see how easily the expression can seductively be misused? -- everybody, but I'm lookin' at you, Guest_Guest) of the case when lack of a quorum cannot be proven.  In which case, I'd say yes, that motion clearly would come up as #1 in unfinished business.

 

Come on, man, have you actually read the whole footnote in all its 7.5-point glorious perfection? How is "What happens to a question that is pending when a meeting adjourns (because of the loss of a quorum or for any other reason) is determined by the rules given on pages 236–37" (emphasis added) begging the question in the slightest, even if "begging the question" were to mean what it doesn't mean?

[Gary c Tesser]

Come on, man, have you actually read the whole footnote in all its 7.5-point glorious perfection? How is "What happens to a question that is pending when a meeting adjourns (because of the loss of a quorum or for any other reason) is determined by the rules given on pages 236–37" (emphasis added) begging the question in the slightest, even if "begging the question" were to mean what it doesn't mean?

 

I have been duly, painstakingly, not nearly wrathfully but who could blame him, instructed, off-line on-line however that works, and it took me a day to recover.   At the moment (the moment has lasted all day -- I am a slow and ponderous thinker, of dour and lugubrious mien) I still can't see what's more applicable, George Mervosh's citation of p. 358 (a) or the p. 236 ( b ) that the footnote refers us to.  I'm still trying to reassemble the pieces of my cervical cortex and figure out how I blanked on that sentence.  It's frightening.  What if I do that while I'm flying an airplane?