Quorum at HOA annual election

[Guest Joe Basile]

Is it proper and legal for a Board to adjourn a meeting for 15 minutes, reconvene, adjourn, reconvene for the sole purpose of achieving quorum. Our Operating Directives state that quorum required shall be 51%. but when quorum is not met and reconvened, the new quorum shall be 50% of the original and if a 3rd meeting is needed again it shall be 50% of that.

 

I believe that with the Board taking no action other than to watch the clock this is an illegal maneuver.

 

Please reply

[Hieu H. Huynh]

That seems like an unusual quorum requirement to me. Let's say the quorum requirement is 100 members. If that's not met at the first meeting, then the quorum requirement changes to 50 members at the next meeting? And if still not met, it changes to 25 members the meeting after that? Is that right?

 

Is your HOA annual election a general membership meeting? At a general membership meeting, the general membership controls the meeting and not the board. The board would be controlling the meeting if it was a board meeting.

[Chris Harrison]

There is nothing improper (under RONR) for a body to take a recess (or set up an adjourned meeting) with hopes that a quorum will show up and then recessing again (or setting up another adjourned meeting) if need be (RONR pp. 347-348).  If a member thinks doing this is "an illegal maneuver" they can raise a Point of Order on the subject (but had better have some rule to cite to back up that belief).

[g40]

We really cannot interpret your bylaws, but one would think that between such "meetings" some kind of notice to all members would be required.

 

I am a member of an organization where there is a very small fixed number of members required for a quorum at the annual meeting of members. The Bylaws of this organization provide that if a quorum is not present at the scheduled and announced annual meeting of members, that ALL members of the organization be notified in writing of the rescheduled annual meeting (day, place and time) and then, whoever shows up constitutes a quorum.

 

I am not sure what an "Operating Directive" is, and whether it has the force and validity of bylaws.

[Richard Brown]

Is it proper and legal for a Board to adjourn a meeting for 15 minutes, reconvene, adjourn, reconvene for the sole purpose of achieving quorum. Our Operating Directives state that quorum required shall be 51%. but when quorum is not met and reconvened, the new quorum shall be 50% of the original and if a 3rd meeting is needed again it shall be 50% of that.

 

I believe that with the Board taking no action other than to watch the clock this is an illegal maneuver.

 

I am a member of an organization where there is a very small fixed number of members required for a quorum at the annual meeting of members. The Bylaws of this organization provide that if a quorum is not present at the scheduled and announced annual meeting of members, that ALL members of the organization be notified in writing of the rescheduled annual meeting (day, place and time) and then, whoever shows up constitutes a quorum.

 

I am not sure what an "Operating Directive" is, and whether it has the force and validity of bylaws.

It is not unusual for state laws and some bylaws to contain provisions of the sort Guest Joe Basile and g40 are referring to.  But, I would want to see the actual wording of the rule our guest is referring to before commenting on it.  Also, as g40 said, it is beyond the scope of this forum to try to interpret bylaws. 

 

The provisions our guest described do seem rather surprising, but I'm not discounting that it's possible that really is the rule.

 

Calling a meeting to order and then adjourning due to lack of a quorum, then re-convening in 15 minutes, and then doing it again if they still don't have a quroum does sound like a shady way to take advantage of the reduced quorum requirement for subsequent meetings where the society is having difficulty obtaining a quorum.  It may or may not violate the letter of the rule.... I suspect it does violate it.... but it sure does seem to me to violate the spirit of it.

 

But,  without us actually reading the statute/bylaw/rule verbatim, all of this is speculation.   I suspect the actual "rule" contains some language that might prevent these sorts of shenanigans.

 

By the way, if the board is just adjourning without first setting an adjourned meeting (called a motion  to fix the time to which to adjourn), then I suspect that this business of "re-convening" every 15 minutes is a sham and violates your own rules re the notice for special meetings.  There IS a way to do what you described, but I suspect the rules for doing  so weren't followed and the group had no right to "re-convene" without calling a special meeting and sending out the required notice.

 

Edited to add:  Hieu Huynh makes a good point in post # 2 where he points out the distinction between a general membership meeting and a board meeting.  Special rules of the type g40 and I described often apply only to meetings of the general membership.  You need to read that rule very, very carefully.

[Gary Novosielski]

It occurs to me that pretzeloid rules often have the effect of empretzling behavior.

[Josh Martin]

Is it proper and legal for a Board to adjourn a meeting for 15 minutes, reconvene, adjourn, reconvene for the sole purpose of achieving quorum. Our Operating Directives state that quorum required shall be 51%. but when quorum is not met and reconvened, the new quorum shall be 50% of the original and if a 3rd meeting is needed again it shall be 50% of that.

I believe that with the Board taking no action other than to watch the clock this is an illegal maneuver.

We don't do "legal" here, and interpreting your bylaws is up to your assembly. Generally speaking, however, I would suggest that a motion to "adjourn" for 15 minutes, made for the purpose described, is not in order.

There is nothing improper (under RONR) for a body to take a recess (or set up an adjourned meeting) with hopes that a quorum will show up and then recessing again (or setting up another adjourned meeting) if need be (RONR pp. 347-348). If a member thinks doing this is "an illegal maneuver" they can raise a Point of Order on the subject (but had better have some rule to cite to back up that belief).

I'm in complete agreement that it is proper for an assembly to recess or set up an adjourned meeting with hopes that a quorum will show up, and then to do this again if needed. In this situation, however, it seems that the "adjournments" of 15 minutes were not for the purpose of finding more members to attend, but to permit the rules in the bylaws for reduced quorum for adjourned meetings to kick in.