Approving minutes of meetings where there was no quorum

[Guest Andrea]

Hi there,

 We've had three Board meetings (Oct/Nov/Jan, with no meeting in December) without quorum, but notes were still taken (not formal minutes). Do they need to be approved at the January meeting, or should we just be approving the September Formal minutes, which was the last time we had quorum.

Thank you for your help. 

[jstackpo]

Yes, the minutes of those meetings should be approved at the next meeting (when you have a quorum).

 

Those minutes should be very short, saying no more than you called the meeting to order (date, time, place), noted that there was no quorum and you adjourned the meeting (30 seconds later!).  Feel free to document any informal or UNofficial decisions you made when you were gathered together, but that wouldn't be minutes in the proper sense.

[Guest Andrea]

Thank you for your response. We generally take informal notes to document the meeting, but no motions or action items. Do these notes need to be approved? Much appreciated. 

[jstackpo]

You may not be "formally" adopting motions with votes, but if you collectively decide to "do something" (take a political stand, spend money, have a group pot-luck dinner, fire the Pastor [it happens!], whatever) that amounts to the same thing as adopting a motion saying whatever it is you want to do.  All those "whatevers" should be in your minutes and (when there is a quorum) approved.

 

See pp. 468ff. for the full details of what minutes should contain.

[Guest Andrea]

Thank you!

[Edgar Guest]

You may not be "formally" adopting motions with votes, but if you collectively decide to "do something" (take a political stand, spend money, have a group pot-luck dinner, fire the Pastor [it happens!], whatever) that amounts to the same thing as adopting a motion saying whatever it is you want to do.  All those "whatevers" should be in your minutes and (when there is a quorum) approved.

 

I trust you're not suggesting that these "whatevers" belong in the minutes of a meeting at which there was no quorum.

[Richard Brown]

I trust you're not suggesting that these "whatevers" belong in the minutes of a meeting at which there was no quorum.

Well, regardless of whether a quorum was present, if they voted (formally or informally or by means of ESP) to do "whatever", that "whatever" should be in the minutes, shouldn't it?

 

Edited to add:  They can ratify "whatever" at a meeting at which they do have a quorum, assuming the "whatever" is something that they could have done if a quorum had been present.

Edited February 25, 2015 at 09:32 PM by Richard Brown

[Dan Honemann]

ESP?

[Edgar Guest]

Well, regardless of whether a quorum was present, if they voted (formally or informally or by means of ESP) to do "whatever", that "whatever" should be in the minutes, shouldn't it?

 

Should it?

 

If actions taken at an inquorate meeting are taken by individuals (and not by the assembly), isn't it the same as if those members had happened to meet get together at the local tavern and made the same decisions? 

[Richard Brown]

ESP?

Well, I've heard people say things like "I know what you're thinking" or "it was obvious that we were all thinking the same thing" or "all on the same page", so I figure maybe they know that by means of ESP....  extrasensory perception.  Or maybe a wink and a nod. 

[Dan Honemann]

Well, I've heard people say things like "I know what you're thinking" or "it was obvious that we were all thinking the same thing" or "all on the same page", so I figure maybe they know that by means of ESP....  extrasensory perception.  Or maybe a wink and a nod. 

 

Well, ESP won't cut it. Adopting something by unanimous consent will.

[Josh Martin]

Should it?

 

If actions taken at an inquorate meeting are taken by individuals (and not by the assembly), isn't it the same as if those members had happened to meet get together at the local tavern and made the same decisions?

No, it is not quite the same as if those members had happened to get together at the local tavern and made the same decisions. A properly called meeting, even without a quorum, is still a meeting of the assembly. The minutes are a record of what happens at such meetings, even if what happened was improper.

[Edgar Guest]

The minutes are a record of what happens at such meetings, even if what happened was improper.

 

Yes, I figured that would be the correct answer.

 

I would only hope that at least one member (of the three that were present?) would raise a point of order to the effect that, absent a quorum, the assembly can't pretend to make any of these "whatever" decisions.

[Edgar Guest]

The minutes are a record of what happens at such meetings, even if what happened was improper.

 

Yes, I figured that would be the correct answer.

 

What if, realizing that no business could be properly conducted in the absence of a quorum, the few members present, perhaps while waiting for more members to show up, informally decided to take some action that they felt couldn't wait. Would that decision (taken during what was, in effect, a recess) be entered in the minutes? 

 

While the minutes should record what was (officially if improperly) done at a meeting, surely they don't have to record everything that happened at a meeting.

[Josh Martin]

What if, realizing that no business could be properly conducted in the absence of a quorum, the few members present, perhaps while waiting for more members to show up, informally decided to take some action that they felt couldn't wait. Would that decision (taken during what was, in effect, a recess) be entered in the minutes? 

 

While the minutes should record what was (officially if improperly) done at a meeting, surely they don't have to record everything that happened at a meeting.

 

If the meeting was actually in recess (or adjourned), any decisions made during that time would not be recorded in the minutes.

 

I'm not sure, however, that the facts you describe necessarily mean that the decisions were "taken during what was, in effect, a recess."

[Edgar Guest]

I'm not sure, however, that the facts you describe necessarily mean that the decisions were "taken during what was, in effect, a recess."

 

Well, it was kind of a loaded question. But we usually agree that a meeting can be said to have begun even if it wasn't formally called to order and we usually agree that, once everyone leaves, the meeting is over even if it wasn't formally adjourned. So I'm not sure it's too much of a stretch to say that, while the assembly is waiting for more members to show up, any casual decisions the members might make could be considered to have been made while the meeting is in recess.

 

I'm only grasping at straws because I'm not comfortable with enshrining inquorate decisions in the minutes. But I'll sleep on it.

[Richard Brown]

I'm only grasping at straws because I'm not comfortable with enshrining inquorate decisions in the minutes. But I'll sleep on it.

I think you will see the light when you wake up. 

[DanielEHayes]

Should it?

 

If actions taken at an inquorate meeting are taken by individuals (and not by the assembly), isn't it the same as if those members had happened to meet get together at the local tavern and made the same decisions? 

Since it was a properly called meeting,  it is possible that they could agree to take "illegal" action at that time, with the intent/hope that when the organization had a meeting at which they had a quorum they could ratify the actions thereby making them legal.With that in mind I think it would be appropriate for those actions taken in the absence of a quorum to be included in the minutes.

RONR (11th ed.), p.124, ll. 27-31

If however the "illegal" action is not ratified, they shall be subject to immediate execution or worse yet..to live under my organizations bylaws. (Citation pending publication of the 22nd ed.)

[Gary Novosielski]

Thank you for your response. We generally take informal notes to document the meeting, but no motions or action items. Do these notes need to be approved? Much appreciated. 

You should not be taking "notes"; you should be taking minutes (which will have very little in them, but they are still minutes).

 

Those minutes should be approved as soon as possible (which will require a quorum).

[Edgar Guest]

I think you will see the light when you wake up.

 

Well, I'm awake now. And I suppose I can live with the inclusion of "adopted motions" in the minutes of an inquorate meeting. Though I think I would prefer that those decisions were made after the meeting was adjourned lest the members think that, by doing so during the meeting, there's any added legitimacy.

 

Perhaps the minutes would go something like this:

 

"Due to the absence of a quorum, the assembly couldn't adopt a motion to paint the clubhouse. The assembly then adopted a motion to paint the clubhouse."

 

Alternatively, "Due to the absence of a quorum, the meeting was adjourned." The three members who had been present then decided to paint the clubhouse.

[Josh Martin]

Well, I'm awake now. And I suppose I can live with the inclusion of "adopted motions" in the minutes of an inquorate meeting. Though I think I would prefer that those decisions were made after the meeting was adjourned lest the members think that, by doing so during the meeting, there's any added legitimacy.

 

Perhaps the minutes would go something like this:

 

"Due to the absence of a quorum, the assembly couldn't adopt a motion to paint the clubhouse. The assembly then adopted a motion to paint the clubhouse."

 

Alternatively, "Due to the absence of a quorum, the meeting was adjourned." The three members who had been present then decided to paint the clubhouse.

I would think the first paragraph should include a notation that a quorum was not present (or a notation later in the minutes, if the quorum is not lost until some time later), but beyond that, I see no need to write the minutes any differently than usual.

[Edgar Guest]

I would think the first paragraph should include a notation that a quorum was not present (or a notation later in the minutes, if the quorum is not lost until some time later), but beyond that, I see no need to write the minutes any differently than usual.

 

Yes, of course. I was being a tad facetious.

[Guest Walt]

I recently took minutes of a meeting in the absence of the elected secretary (due to illness). Quorum was 30% of dues paid members, and we were one person over the quorum requirement. During the course of the meeting, a couple of people came and left; fortunately we never lost quorum, but it was touch and go. I included observation of who arrived and left in the minutes, so it was easy to prove we maintained quorum. When the minutes were submitted for approval, someone objected because she thought the notations were "tattling" on who was late or left early. I wanted to make sure it was easy to confirm we maintained quorum during the meeting. Should I have included the observations, or left them out?

[Dan Honemann]

1 hour ago, Guest Walt said:

I recently took minutes of a meeting in the absence of the elected secretary (due to illness). Quorum was 30% of dues paid members, and we were one person over the quorum requirement. During the course of the meeting, a couple of people came and left; fortunately we never lost quorum, but it was touch and go. I included observation of who arrived and left in the minutes, so it was easy to prove we maintained quorum. When the minutes were submitted for approval, someone objected because she thought the notations were "tattling" on who was late or left early. I wanted to make sure it was easy to confirm we maintained quorum during the meeting. Should I have included the observations, or left them out?

The information which you say you included in the minutes is not information which RONR says should be included in the minutes, and if I had been the one acting as secretary at the time I would not have included it, even under the circumstances you describe.

A point of order that any particular action taken at a prior meeting is invalid due to the absence of a quorum must be supported by clear and convincing proof that a quorum was in fact not present at the time when the action was taken in order to be sustained. 

But it was the assembly's call to make when they approved your draft of the minutes. They could leave this information in or take it out. So who won?  

 

 

[Guest Walt]

My draft minutes were approved as submitted.