What if no quorum?

[Guest doug rapport]

A question has arisen on how to handle our Annual Meeting if we do not have a quorum.  We are a small organization, under 300 people.  Our Bylaws state that 10% of members in good standing make a quorum.  What happens if we do not attain that number? 

 

This gets especially tricky as the Annnual Meeting is elections.  If we have a vote by mail for elections, the Bylaws state that we have to vote for 3 inspectors of election at the meeting to count the ballots.  Obviously if we do not have a quorum, no voting can be done nor any other new business, so we can not count the ballots.  Does the existing Board stay in place until the next meeting with a quorum?

 

If however we do not have a vote by mail, then the nominating committee slate shall be declared elected at the time of the Annual Meeting, and no balloting will be required. Do we have an Annual Meeting if no quorum is present?  Also, our Bylaws prohibit proxy voting.

[Josh Martin]

 

A question has arisen on how to handle our Annual Meeting if we do not have a quorum.  We are a small organization, under 300 people.  Our Bylaws state that 10% of members in good standing make a quorum.  What happens if we do not attain that number? 

 

Then the meeting cannot conduct any business, except for a few procedural actions - to adjourn, to recess, to fix the time to which to adjourn, or to take measures to obtain a quorum (such as calling absent members and asking them to come), and other subsidiary, incidental, or privileged motions relating to these motions or to the conduct of the meeting. If there is no realistic possibility that a quorum will show up later, the best course of action would be to establish an adjourned meeting.

 

This gets especially tricky as the Annnual Meeting is elections.  If we have a vote by mail for elections, the Bylaws state that we have to vote for 3 inspectors of election at the meeting to count the ballots.  Obviously if we do not have a quorum, no voting can be done nor any other new business, so we can not count the ballots.  Does the existing Board stay in place until the next meeting with a quorum?

 

Maybe. Do your bylaws provide that board members shall serve "until their successors are elected?"

 

If however we do not have a vote by mail, then the nominating committee slate shall be declared elected at the time of the Annual Meeting, and no balloting will be required.

 

Nonetheless, the election cannot be completed in the absence of a quorum.

 

Do we have an Annual Meeting if no quorum is present?

 

Yes, but you can't do very much.

[Edgar Guest]

What happens if we do not attain that number?

 

I think you can see that your best option is to do whatever it takes to get 30 members to show up. Free refreshments beer? Door prizes? A promise to keep the meeting as brief as humanly possible?

 

Failing that, your next best option (and it's a distant second) might be to "fix the time to which to adjourn" (as Mr. Martin noted). This will "continue" the annual meeting at a later date which will, hopefully, allow you to persuade more members to attend. (Technically it's a new meeting but the same session though that's not very important.)

 

Further, I hope you're not combining mailed-in votes with in-person votes. That can be a recipe for disaster.

[Guest doug rapport]

 

 

 

Then the meeting cannot conduct any business, except for a few procedural actions - to adjourn, to recess, to fix the time to which to adjourn, or to take measures to obtain a quorum (such as calling absent members and asking them to come), and other subsidiary, incidental, or privileged motions relating to these motions or to the conduct of the meeting. If there is no realistic possibility that a quorum will show up later, the best course of action would be to establish an adjourned meeting.

 

 

Maybe. Do your bylaws provide that board members shall serve "until their successors are elected?"

 

 

Nonetheless, the election cannot be completed in the absence of a quorum.

 

 

Yes, but you can't do very much.

 

Thank you very much for the detailed responses, they are mainly what we throught.  To answer your question our Bylaws state "The elected officers and governors shall take office immediately upon the conclusion of the election."  So, using the fun circular logic, if we do not have a quorum and the election can not be completed since the ballots can not be counted then the existing ones stay in place.

 

Now for the interesting part, there is a clause that says "...shall be elected for one-year terms at the Club's annual meeting...."  So, again the question is asked, if no quorum to election the inspectors, does the existing Board stay in place?

 

As for the scenerio if there are not ballots to be counted, I do not see why the Nominated Slate is not elected even without a quorum.  Since we are actually having an Annual Meeting, eventhough very little can be done, they can be declared elected as stated in the Bylaws, no vote is needed to make a declaration.  The Bylaws do not say we have to have 10% to have a meeting, only 10% to make a quorum.

[jstackpo]

I'm afraid you are grasping at straws....

 

A "one year term" means what it says, although your "take office" provision gives you some wiggle room.  But not enough.  Year's up, they are no longer serving.

 

Quoting you:  "they can be declared elected as stated in the Bylaws..."  Nope.  "Declaring" an election as complete is "business" - no quorum, no business, even though you are having a (proper) meeting.

 

Looks like "encouraging attendance"  (i.e., beer and skittles [or are you a Baptist association?]) is far and away your best option.

 

One (remote) possibility: perhaps your membership has shrunk from 300?  Your quorum will shrink along with it.

[Dan Honemann]

Now for the interesting part, there is a clause that says "...shall be elected for one-year terms at the Club's annual meeting...."  So, again the question is asked, if no quorum to election the inspectors, does the existing Board stay in place?

 

Apparently not, if this is all that is said (RONR, 11th ed., p. 573, l. 33 to p. 574, l. 3).

 

As for the scenerio if there are not ballots to be counted, I do not see why the Nominated Slate is not elected even without a quorum.  Since we are actually having an Annual Meeting, eventhough very little can be done, they can be declared elected as stated in the Bylaws, no vote is needed to make a declaration.  The Bylaws do not say we have to have 10% to have a meeting, only 10% to make a quorum.

 

No announcement of the result of an election can be made at a meeting at which no quorum is present.

[Richard Brown]

If your organization is incorporated or otherwise governed by state law, such as homeowner associations, you might check applicable state statutes to see if they provide that officers shall continue to serve until their successors are elected.   You might also check for a provision that provides for decreasing quorum requirements in the event that you cannot obtain a quorum at a particular meeting.