Does a proxy count as being present to establish a quorum?

[Guest Grace M. Ensley]

PROXY : The authority to represent someone else, especially in voting. But can a proxy count as my being present at an Association Membership Meeting, thereby helping establish a quorum for the meeting to proceed? Also, when a quorum is not met, does the President or moderator simply say, "A quorum has not been established, so the meeting will not come to order" or something akin to that?

[Edgar Guest]

Regarding proxies, see FAQ #10 which says, "the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use".

 

A properly scheduled meeting should still be called to order (and, later, adjourned) even in the absence of a quorum (though there's very little that can be done and the minutes are likely to be brief).

[Richard Brown]

Proxies are not permitted by RONR unless authorized in the bylaws or required by state law, so it has very little to say about the use of proxies.  It is up to your organization to promulgate its own rules regarding the use of proxies and to interpret those rules and any applicable state law.  We cannot do that for you here.   What do your bylaws say about whether members can be present by proxy?  It is my experience that most bylaws, when the use of proxies is authorized, say something to the effect that a member may "be present in person or by proxy".  It's usually in the quorum requirement.  What do your bylaws say?

 

The president always calls the meeting to order regardless of whether a quorum is present.  The meeting can and should still take place, or at least called to order, unless your bylaws specifically provide otherwise, but you are very limited in what you can do.   If a quorum is not present, the president should announce the absence of a quorum.  

 

In the absence of a quorum, the assembly actually has these four options per RONR. 

 

1.  Recess (to allow time for others to arrive or to take action to obtain a quorum).

2.  Take action to obtain a quorum, such as calling absent members to try to get them to hurry to the meeting.

3.  Set an "adjourned meeting":  to set a continuation of the current meeting to meet again, say, tomorrow or next week.  You may think of it as setting a new meeting, but it is actually a continuation of the current meeting.... as if a long recess had been taken.

4.  Adjourn.

 

It is erroneous to say that you cannot meet in the absence of a quorum.  You should still have the meeting by calling it to order, but you are just limited as to what you can do.  This is especially important in situations such as an annual meeting which the bylaws say must be held on a certain date.

[Edgar Guest]

You may think of it as setting a new meeting, but it is actually a continuation of the current meeting.... as if a long recess had been taken.

 

Actually, it is a new meeting but a continuation of the same session. And not at all like a long recess.

[Richard Brown]

Actually, it is a new meeting but a continuation of the same session. . . .

I agree.   Perhaps I should have been a bit more precise.   I was trying to explain it in simple terms in a quick post that I believe a layman can more easily understand.  The term "adjourned meeting" is very alien to most laymen.  I see nothing but puzzled looks at workshops when I start to explain what it is and how setting an adjourned meeting can be a very useful tool in the absence of a quorum.  People have a hard time grasping the concept.   They understand adjourning and setting the time at which to adjourn, but not setting the time to which to adjourn or setting an adjourned meeting. 

 

I believe that it is also a totally strange concept to our original poster based on her question.  I believe it would be confusing to her to refer to it as a new meeting but the continuation of the same session.  And I believe it helps a layman to think of it as more like a long recess.  They understand that after a recess, you pick up where you left off.   Next time, though, I'll try to be a bit more precise with my use of terms.

 

As to the comparative effects of a recess and an adjournment within the same session, even RONR acknowledges that the difference is often quite minimal....and thin.  it says this on page 85:

 

"COMPARATIVE EFFECTS OF RECESS AND ADJOURNMENT WITHIN A SESSION. The distinction between recess and adjournment may in some cases become thin so that it must be judged in the individual context. For example, according to the definitions given above, a break in the proceedings of a convention for lunch may be more in the nature of a recess, or of an adjournment, depending on the time and the extent of dispersion of the members that is required for them to be served. From the viewpoint of the effect of a recess or an adjournment on the procedure the next time the assembly is called to order, the difference is that at the conclusion of a recess there never are any "opening" proceedings, but business is always immediately resumed where it was left off, just as if there had been no recess. At the beginning of any meeting (after the first meeting in a session), on the other hand, the resumption of business at the point where it was left off may be, but is not necessarily, preceded by brief opening ceremonies and the reading of minutes."