losing a quorum and actions taken after a loss of quorum

[bobby101]

A few years ago, at our annual membership meeting which started with the necessary quorum, we lost the quorum as we were discussing by-law changes. I raised the issue then and was told by a Board member(incorrectly, I believe) that once the quorum was established, it held. The meeting proceeded and there were several by-law changes approved by the remaining members who were fewer that the necessary quorum. My understanding after reading RONR (11th edition) and several commentaries on this issue from parliamentarians is that such actions are null and void and not binding. Is this correct? I also understand that the only proper way for these "quorumless" changes to be enacted and in force would be for a regular membership or special meeting to be called and to entertain a motion to ratify the actions of the Board which would be acted on (positively or negatively) by a quorum of the attending members. Is this correct? We have had no such meeting!  And, right now, based on the information I have provided what is the status of the by-law changes described above. Appreciate your thoughts and help. Thank you, Bob Simons

[George Mervosh]

You probably should start with FAQ#3  http://www.robertsrules.com/faq.html#3

[Edgar Guest]

A few years ago . . . 

After such a long time, "clear and convincing proof" may be hard to come by.

 

I also understand that the only proper way for these "quorumless" changes to be enacted and in force would be for a regular membership or special meeting to be called and to entertain a motion to ratify the actions of the Board which would be acted on (positively or negatively) by a quorum of the attending members. Is this correct?

 

Well, the actions taken at a meeting of the general membership are not "the actions of the Board". In any case, rather than ratify the inquorate actions, I'd suggest starting fresh with new amendments.

[bobby101]

 Response # 1---To the issue of "clear and convincing" proof, I have reviewed all the Annual Meeting and Special Meeting minutes since that meeting a few years ago and see no mention of any actions taken to address this issue. Response # 2---That's exactly what i'm undertaking right now but I'm curious about  the current status of these by-laws passed without a quorum which required by our club's by-laws. And I call these actions "actions of the Board" since the Board pressed on at that meeting even when there was not a sufficient number of members  to vote as required by our by-laws.    HELP. Bob                                                                        

[Dan Honemann]

As of now, all of the actions taken at the meeting to which you refer are presumed to be valid, since, apparently, there has not as yet been any official determination that a quorum was not present at the time when they were taken.

[Edgar Guest]

I call these actions "actions of the Board" since the Board pressed on at that meeting even when there was not a sufficient number of members  to vote as required by our by-laws.                                                                   

 

The board, as a board, wasn't there. The board can only act as a board at a board meeting. This was a meeting of the general membership.

 

Note, too, Mr. Honemann's reply. While the inquorate actions may eventually be determined to be null and void, that determination has yet to be made. Needless to say, the sooner that determination is made (one way or the other) the better since any actions taken based on rules which are determined to be null and void will themselves be illegitimate.

[bobby101]

# 5--What, in your view, would constitute an official determination that a quorum was not present? The official minutes of that meeting indicate the votes totaled 31, clearly not a quorum. The point was made that there was no quorum present before several of these by-law changes were discussed, an incorrect response to that point was made by a Board member and the meeting continued resulting in several actions that were then incorporated in the by-laws. Please help me understand. Thanks, Bob                                  #6--All the elements of our club's Annual Meeting (the agenda, the time and place of the meeting, and the management/order of this event) are under the control of and run by the Board, so I'm not clear what you mean when you say that, " The board, as a board, wasn't there." What is the role of the board at the Annual membership meeting? And, I have read Mr. Honemann's reply and repeat my question, "What, in your view, would constitute an official determination that a quorum wasn't present"?    We had a meeting that was started with a quorum present, as the meeting progressed we lost the quorum, the point was made that we had  lost the quorum, a member of the Board said it was not necessary that we have a quorum to proceed ( a response that I believe is incorrect) and the meeting continued with members comprising fewer than the necessary quorum voting on the issues. This is confirmed in the official Annual Meeting minutes.  Just a quick example: If we had a meeting where 50 was the necessary quorum for action and for some reason when certain issues were raised, only 10 members were still present to vote, would your answer be different. Or is the real issue the actions that should have been taken when the quorum was lost were not taken and the passage of time complicates the situation? I'm trying to understand and hope you can help me. Thank you. Bob

[Edgar Guest]

What, in your view, would constitute an official determination that a quorum was not present?

 

A member would raise a point of order to the effect that any business that had been conducted after a quorum was lost at the meeting in question is null and void. The chair would rule on the point of order. The chair's ruling can be appealed (and debated), The assembly (the members present) will decide who's "right".

 

What is the role of the board at the Annual membership meeting?

 

The board has no role at a meeting of the general membership because, as noted, the board, as a board, isn't present. If any, or all, board members are present they're there as individual members of the association, not as members of the board. A body can't act as a body except at a meeting of that body. This applies to boards, committees, and the general membership.

[bobby101]

First of all, a sincere thank you to everyone for taking the time to respond to my question; I sincerely appreciate your efforts. And, I'm not trying to be difficult but trying to understand your points and position. That said, to # 8: I raised the quorum issue at the appropriate time in the meeting, I received an answer (which I think we can agree was incorrect), and the meeting continued. Is your point that by continuing the meeting, the chair was, in effect, ruling that the point I was raising didn't apply. Because I know that the chair did not issue a ruling. Is your suggestion that the remedy for the event that I've described here is to raise the issue now and present the evidence so the current membership can vote on the legality (or unlegality) of the changes. One change was very important involving the rights of the membership in disputes with the Board. A specific by-law change was being proposed (by the Board) that took away a member's right to appeal to the membership in questioning how  matters of disciplining members would be handled. This particular right (to appeal the Board's decision to the membership) went back to the earliest copy of the club's by-laws I could locate (1989). As an aside,  I had the advantage of doing a great deal of research into the club's history when we celebrated our Centennial 3 years ago.  To your other point about the Board's role at the general membership meeting. Who is in charge of the meeting and for handling it in a fair and open way in accordance with the club's by-laws, procedures, and Robert's rules? Isn't that the Board? Or have we been doing it wrong for as long as I've been a member (over 30 years)  and as reflected in the record of the  minutes I've personally read that go back at least to the 40s? Please help me on this one Thanks again. Bob

[Timothy]

To your other point about the Board's role at the general membership meeting. Who is in charge of the meeting and for handling it in a fair and open way in accordance with the club's by-laws, procedures, and Robert's rules? Isn't that the Board? Or have we been doing it wrong for as long as I've been a member (over 30 years)  and as reflected in the record of the  minutes I've personally read that go back at least to the 40s? Please help me on this one Thanks again. Bob

 

The president of the general membership is responsible, or in his absence, another person selected by the general membership to chair the meeting. One or both of these people may be members of the board and the president of the general membership is usually the chairman of the board, but for clarity if might be helpful to consider the case where these positions are held by different people. At a meeting of the general membership, the board has nothing to do but sit in among the general membership and vote like everyone else.

[Dan Honemann]

First of all, a sincere thank you to everyone for taking the time to respond to my question; I sincerely appreciate your efforts. And, I'm not trying to be difficult but trying to understand your points and position. That said, to # 8: I raised the quorum issue at the appropriate time in the meeting, I received an answer (which I think we can agree was incorrect), and the meeting continued. Is your point that by continuing the meeting, the chair was, in effect, ruling that the point I was raising didn't apply. Because I know that the chair did not issue a ruling. Is your suggestion that the remedy for the event that I've described here is to raise the issue now and present the evidence so the current membership can vote on the legality (or unlegality) of the changes. One change was very important involving the rights of the membership in disputes with the Board. A specific by-law change was being proposed (by the Board) that took away a member's right to appeal to the membership in questioning how  matters of disciplining members would be handled. This particular right (to appeal the Board's decision to the membership) went back to the earliest copy of the club's by-laws I could locate (1989). As an aside,  I had the advantage of doing a great deal of research into the club's history when we celebrated our Centennial 3 years ago.  To your other point about the Board's role at the general membership meeting. Who is in charge of the meeting and for handling it in a fair and open way in accordance with the club's by-laws, procedures, and Robert's rules? Isn't that the Board? Or have we been doing it wrong for as long as I've been a member (over 30 years)  and as reflected in the record of the  minutes I've personally read that go back at least to the 40s? Please help me on this one Thanks again. Bob

 

You say that you raised the quorum issue at the appropriate time in the meeting, but you don't say exactly how you did so, and you also say that you got a response from a board member, not from the presiding officer. It does not appear as if a point of order was properly raised and ruled on by the chair. In any event, I say again that, as of now, all of the actions taken at the meeting to which you refer are presumed to be valid, since, apparently, there has not as yet been any official determination that a quorum was not present at the time when those actions were taken.

 

The presiding officer (the chair) is "in charge of the meeting and for handling it in a fair and open way in accordance with the club's by-laws, procedures, and Robert's rules", not the Board.

[Edgar Guest]

At a meeting of the general membership, the board has nothing to do but sit in among the general membership and vote like everyone else.

 

Well, to be a tad nit-picky (but I think it's a point worth stressing), the board members have nothing (special) to do (as board members). The board (as I never seem to tire of saying) isn't there.

[bobby101]

Here we go again. Did I say, "Point of order"--probably not. However, I raised my hand, was recognized, and made the point that a quorum was not present. I also accurately relayed the fact of the incorrect response I rec'd from a board member, not the chair. Was the chair not fulfilling his obligation to offer a ruling? Wasn't it the chair's responsibility to do so? Perhaps we're parsing the language so strictly we're overlooking the importance of the issue. Let's go directly to this specific case--A quorum was not present when an important issue of a member's right to appeal a decision of the board was taken away both in this specific incident but also from the general membership. I made that point at the time. The board was acting in their interest because they were concerned that they might lose an appeal of their ruling if the case was brought to the membership for a vote. A right this member and the entire membership had prior to this change being addressed and acted on. And, of course, when I mention that we had lost the quorum, most of the board was still there at the meeting-as members- but as a significantly bigger and disproportionate part of the remnant. I didn't then and still don't think the interests of the member, the membership, and the welfare of the entire club was handled in a fair and appropriate way. I'll put aside, for now, the question of the board's role at the membership meeting but say that I'm in agreement with your view but practically speaking, that's not the way it's been always been done at our club, Right or Wrong. We have had board members state that, "The board can do whatever it it wants!". A view I personally find both inaccurate and harmful to the welfare of the membership. I appreciate your thoughts and this dialogue. I find these discussions  helpful in clarifying my thoughts and understanding of this situation. Whether you feel the same way, I don't know but thanks for your views and for continuing to respond. Bob

[Timothy]

Well, to be a tad nit-picky (but I think it's a point worth stressing), the board members have nothing (special) to do (as board members). The board (as I never seem to tire of saying) isn't there.

 

I can see where that might cause confusion.

[Timothy]

Here we go again. Did I say, "Point of order"--probably not. However, I raised my hand, was recognized, and made the point that a quorum was not present. I also accurately relayed the fact of the incorrect response I rec'd from a board member, not the chair. Was the chair not fulfilling his obligation to offer a ruling? Wasn't it the chair's responsibility to do so? Perhaps we're parsing the language so strictly we're overlooking the importance of the issue. Let's go directly to this specific case--A quorum was not present when an important issue of a member's right to appeal a decision of the board was taken away both in this specific incident but also from the general membership. I made that point at the time. The board was acting in their interest because they were concerned that they might lose an appeal of their ruling if the case was brought to the membership for a vote. A right this member and the entire membership had prior to this change being addressed and acted on. And, of course, when I mention that we had lost the quorum, most of the board was still there at the meeting-as members- but as a significantly bigger and disproportionate part of the remnant. I didn't then and still don't think the interests of the member, the membership, and the welfare of the entire club was handled in a fair and appropriate way. I'll put aside, for now, the question of the board's role at the membership meeting but say that I'm in agreement with your view but practically speaking, that's not the way it's been always been done at our club, Right or Wrong. We have had board members state that, "The board can do whatever it it wants!". A view I personally find both inaccurate and harmful to the welfare of the membership. I appreciate your thoughts and this dialogue. I find these discussions  helpful in clarifying my thoughts and understanding of this situation. Whether you feel the same way, I don't know but thanks for your views and for continuing to respond. Bob

 

If you brought it to the attention of the chair that the quorum was lost, the chair should have treated it like a point of order, whether you worded it correctly or not. But it is more difficult for the chair to keep up with what he is supposed to be doing when people don't word things correctly. It was not the place of the board member to rule on a point of order.

[Dan Honemann]

You may be entirely correct as to your interpretation of the rules applicable to your association in this regard, but the fact remains that no official determination has as yet been made that a quorum was not present, or that one needed to be because the rules in RONR concerning the matter were, in fact, applicable.

 

You can attempt to raise a point of order concerning this matter at some future meeting of your membership, or even go to the extreme measure of filing suit if you think you have been seriously damaged by a violation of the applicable rules, but nothing can be done about it here in this forum.

[bobby101]

# 16. Thanks for continuing to respond. Believe it or not, this is a relatively small and minor issue at our club and is probably of interest only to me. We had a board that violated the by-laws, ignored and trampled on the rights of members, and tried to do whatever they wanted. I'm still in the throes of addressing these more important issues. Again, I appreciate your patience in addressing my questions. i'm sure I'll be back with more. Thank you again. Bob Simons

[Edgar Guest]

i'm sure I'll be back with more. Thank you again. Bob Simons

 

You might want to consider changing your display name to "Bob Simons" so we (e.g. Mr. Mervosh, Mr. Honemann, Mr. Fish, and I) can model good parliamentary behavior by referring to you as "Mr. Simons".

[bobby101]

Thanks for the tip. And, I guess you mean using "Mr. Simons" as my display name; I'm not usually that formal. However, I understand your point but have never been hesitant about attaching my name to any effort I undertake. B (Mr. Simons)

[Guest Nancy N.]

A couple more stabs.

[Post 7, though my time-stamp is an hour off -- Nancy]

 

...                                 #6--All the elements of our club's Annual Meeting (the agenda, the time and place of the meeting, and the management/order of this event) are under the control of and run by the Board, so I'm not clear what you mean when you say that, " The board, as a board, wasn't there." What is the role of the board at the Annual membership meeting?  ...

 

As said, the board, as the board, has no role, whatsoever, at a membership meeting.  If, say, the board needs to report to the membership its activities, or to report anything else, it has a designated member of the board deliver the report; but as Mr. Edgar Guest pointed out, the board is not there As The Board.  Think of it this way:  as far as the annual membership meeting is concerned, the board is functioning as if the membership had established an Annual Meeting Arrangements Committee:  its job is to arrange the meeting -- as a service to the membership, not as having any power over them.

 

So if your membership (at the previous annual meeting, unless you also meet more frequently, in which case, at any meeting) had established a committee to set up this year's annual meeting, then it would make no difference if any board members showed up at all. -- that is, of course, these are obliged to attend, to do their jobs:   the president, as (commonly) a member of the board, should show up to preside, but as the president of the organization, not as the president of the board -- or, for that matter, having anything to do with his membership on the board, because it doesn't; and the secretary, for the same reasons.

...

...

 

[probably still post 7 -- Nancy]

 

...                                  #6--....  Just a quick example: If we had a meeting where 50 was the necessary quorum for action and for some reason when certain issues were raised, only 10 members were still present to vote, would your answer be different....

 

Good example.  You needed 50 and there were ten in the room.  So at any time, though the sooner the better, you or one of your confederates (or fellow conspirators, I don't care what you call them, just that it would be awful nice if you made sure you have some), raises a point of order to the effect that the meeting didn't have a quorum as of a certain time, so that, after that time, all actions taken at the meeting were null and void, including and especially the adoption of some bylaw amendments.  Present evidence, like the attendance sheet or the vote totals, if you think that would help.  If the chair is convinced, then he rules that your assertion is true (or valid, I forget which is which) (that your point of order is "well-taken"), and declares those actions invalid (or untrue, I forget which is which), including, and especially, those now-bogusly-adopted bylaw amendments.  And that's that.  -- unless anyone who disagrees appeals that decision to the judgement of the membership, in which case the appeal is processed, and that will decide the matter.

 

If he is unconvinced, he will rule so (that your point of order is "not well-taken"), in which case you can accept this, or you, or any of your confederates (you know what goes in this parenthetical remark by now) genially appeal from the decision of the chair; it might be a good idea to show your evidence to the assembly at this point, so that they can be better-informed voters on the issue; and again, the judgement of the membership decides the matter.

 

[Post 9, though my time-stamp is an hour off -- Nancy]

 

... by continuing the meeting, the chair was, in effect, ruling that the point I was raising didn't apply. Because I know that the chair did not issue a ruling. Is your suggestion that the remedy for the event that I've described here is to raise the issue now and present the evidence so the current membership can vote on the legality (or unlegality) of the changes. One change was very important involving the rights of the membership in disputes with the Board. A specific by-law change was being proposed (by the Board) that took away a member's right to appeal to the membership in questioning how  matters of disciplining members would be handled. This particular right (to appeal the Board's decision to the membership) went back to the earliest copy of the club's by-laws I could locate (1989). As an aside,  I had the advantage of doing a great deal of research into the club's history when we celebrated our Centennial 3 years ago. ...   Or have we been doing it wrong for as long as I've been a member (over 30 years)  and as reflected in the record of the  minutes I've personally read that go back at least to the 40s? ...

 

No.  His not make a ruling did not make a ruling, "in effect" or otherwise.  You kids and your computer games. Yes, raise the issue, an be sure to prepare beforehand to have as many allies ("confederates," you used to call them) as you can.  And, the fact that he did not do his job merely maintains the status quo, which is, that things are being done right unless we establish that we're doing something wrong.  Just like the non-quorum issue itself.

 

My personal opinion is that a fight to maintain the rights of the membership should not be lightly abandoned.  But it is cheap for me to say, and maybe not so cheap or easy for you to do.

 

"... Been doing it wrong"?  Of course you have. You're human beings. That's the way we usually do things.

 

Now, after a couple of remarks, here's a little joke, to lighten the levity a little bit:

 

[Post 13, unless it's 9 AM and past my bedtime -- Nancy]

 

... . Was the chair not fulfilling his obligation to offer a ruling? Wasn't it the chair's responsibility to do so?..... I find these discussions  helpful in clarifying my thoughts and understanding of this situation. Whether you feel the same way,

 

Of course he wasn't.

Of course it was.

Of course we do.  Would we do it if we didn't?  C'mon, for the pay?

[Guest Nancy N.]

Thanks for the tip. And, I guess you mean using "Mr. Simons" as my display name; I'm not usually that formal. However, I understand your point but have never been hesitant about attaching my name to any effort I undertake. B (Mr. Simons)

 

No I think he meant "Bob Simons," so that formal dignified WASP-type people could be fussy, while easygoing lowbrow aspiringly literate hoi polloi guys like me could similarly have the option of calling you Bob.

 

Or Fred.  Whatever you want.

[Edgar Guest]

You might want to consider changing your display name to "Bob Simons" so we (e.g. Mr. Mervosh, Mr. Honemann, Mr. Fish, and I) can model good parliamentary behavior by referring to you as "Mr. Simons".

 

I guess you mean using "Mr. Simons" as my display name

 

No. I said what I meant.

As an added bonus, you'd avoid unnecessary repetition:

 

Thank you, Bob Simons

  

HELP. Bob

  

Thank you. Bob

 

Thanks again. Bob

  

Bob

  

Thank you again. Bob Simons

[bobby101]

Gang; I've been reviewing my questions and your comments of the last few days and trying to come up with a course of action consistent with what I think is the best way to proceed, both for the welfare of our club and in a manner consistent with the applicable by-laws and Robert's rules,  Right or wrong, I'm planning to forward this entire discussion to the President and Vice-President for their review. Then I'll try to convince them -unless they agree with my approach which follows- i.e. that we should review the situation from 6 years ago, including the Annual Meeting minutes and the actions taken without a quorum, and resurrect the questions for discussion and a vote by our current membership. Separately, I have proposed a by-law change which will be considered by the Board at their next Board meeting to address one of the issues that I think needs the most attention. If you're interested in reviewing our by-laws,you can google Idle Hour Tennis Club by-laws and read them for yourself...they are 12 pages long and can be read in about 20 minutes. I call your attention to Article VI, Section 1 which addresses our Annual Meeting. I'm also going to start a new topic shortly and being familiar with the by-laws can inform your responses in a more useful and appropriate fashion, I think. As always, looking forward to hearing from you. Mr. Simons    And, side note to Nancy: At 77 years of age, I'm flattered to be considered a kid but I don't play computer games.

[Edgar Guest]

As always, looking forward to hearing from you. Mr. Simons 

 

Thank you Mr. Simons.

[Gary Novosielski]

A few years ago, at our annual membership meeting which started with the necessary quorum, we lost the quorum as we were discussing by-law changes. I raised the issue then and was told by a Board member(incorrectly, I believe) that once the quorum was established, it held.

The problem here was that your "raising the issue" apparently did not amount to raising a Point of Order, which would have been your correct move. Then, instead of being responded to by some other member (the fact that is was a Board member was irrelevant, since the Board was not in session), you would have gotten a ruling from the Chair, which would have included the reasoning behind the ruling, including any rules that pertain. Most importantly, the ruling could have been appealed, and possibly overruled, by the members, and all of this would have been recorded in the minutes. There's a lesson to be learned.

In fact, of course, you were correct. A quorum is only present as long as it is present. And any business conducted in the absence of a quorum, subject to a point of order, is null and void.

But while this rule is technically exempt from the requirement that the point of order must be timely, it does seem rather a stretch to let "a few years" go by before attempting to remedy this matter. Even with "clear and convincing proof" of the absence of a quorum, I think it would be a hard sell at this point. without it, it's not possible at all.