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Lack of Quorum at Annual Meeting


Tom Kehoe
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Folks,

A word of advice, please, on the proper way to proceed...

I'm on the board of a private club that has more than 3,000 members and substantial property that must be kept up.  We held our annual meeting last night to elect officers and approve the budget, but we missed a quorum by about 11 people, so we were unable to elect officers -- or pass a budget. 

Our bylaws are silent on this issue.

I assume we continue with last year's officers until a new slate can be elected. And since we have to pay the bills (about $1,000 per day), I assume we have to keep spending.  But what are the guidelines on this?

I'm sure RONR addresses this somewhere, but I can't find it.

thanks for the guidance.

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Our bylaws say that the officers serve one-year terms; directors serve three-year terms

Here's the relevant graph on terms.

"

   A.   members voting, and take office and serve beginning at the close of the Annual Meeting until the close of the next Annual Meeting. Quorum for this meeting will be 5% of the full members.  The officers and directors shall be elected at the Annual Meeting, by simple majority of

 Our bylaws specify that the officers are elected at the Annual Meeting, and that the budget is passed at the first Membership Meeting after the Annual Meeting.  So our typical procedure is to hold the Annual Meeting, elect officers, close the Annual Meeting, and then open the first Membership Meeting of the year. 

 

  Here's the sequence of events...
The president opened the annual meeting.  We had a brief discussion, and then voted on an amendment to the bylaws. It was approved, and we were going to proceed to election of officers (most were unopposed).  Our parliamentarian then rose and asked for a quorum call.  It was determined we were 20 folks shy (131 out of 151).   So we passed a motion to hold the meeting in abeyance while we attempted to get other members to come to the meeting.  We then opened the Membership Meeting (which required only 90 people) and presented the budget. But we couldn't vote on the budget because approval requires 5% (150).  We conducted another quorum call, and we were up to 140 people, but still short. So we adjourned the Membership Meeting.   I don't know that we actually adjourned the Annual Meeting.  We did not set a date for the new Annual Meeting.

 

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6 hours ago, Tom Kehoe said:

   A.   members voting, and take office and serve beginning at the close of the Annual Meeting until the close of the next Annual Meeting. Quorum for this meeting will be 5% of the full members.  The officers and directors shall be elected at the Annual Meeting, by simple majority of

 

Are you sure this is copied correctly?

Anyway, as far as I can see, you have no officers, since your bylaws contain no language regarding "until their successors are elected," and you (apparently) adjourned without setting an adjourned meeting.  It is interesting that you never had a motion to adjourn, just to recess, but I think it's clear the meeting is over.  In the future, set an adjourned meeting in such a circumstance.
 

As to your budget, that is also interesting.  Do you have any provisions allowing someone to expend unbudgeted funds?  If not, you (who?) can always try to get ratification later, and argue in support of the motion that "you bums should have been at the darn meeting."

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It appears that your answer won't come from the 700+ pages of the current edition.

You have bylaws to obey, which have more weight here that the default parliamentary rule.

If your org is incorporated, then there may be work-arounds available to you via your state's corporations code, which often provides for such emergency situation (e.g., continuance in office beyond the nominal end-of-term deadline; the board remaining in place despite a quorum-less annual meeting; etc.). So perhaps a lawyer specializing in non-profit organizations might offer suggestions consistent with the law.

***

Just going by your bylaws clip, if your defined term-of-office is interpreted literally, YOU HAVE NO OFFICERS. -- And I doubt that you are willing to assume that this is acceptable and solvable via a parliamentary rule. Thus my suggestion for extra-Robertian solutions.

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No, blast it, it didn't paste correctly.  My apologies.

This is how it should read....

The officers and directors shall be elected at the Annual Meeting, by simple majority of  members voting, and take office and serve beginning at the close of the Annual Meeting until the close of the next Annual Meeting. Quorum for this meeting will be 5% of the full members.

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19 minutes ago, Tom Kehoe said:

No, blast it, it didn't paste correctly.  My apologies.

This is how it should read....

The officers and directors shall be elected at the Annual Meeting, by simple majority of  members voting, and take office and serve beginning at the close of the Annual Meeting until the close of the next Annual Meeting. Quorum for this meeting will be 5% of the full members.

Thanks.  It still appears to me that you have no officers.

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Guest Who's Coming to Dinner
10 hours ago, Tom Kehoe said:

So we adjourned the Membership Meeting.   I don't know that we actually adjourned the Annual Meeting.  We did not set a date for the new Annual Meeting.

Is it possible that you adjourned to resume at the call of the chair? If so, then the session is not over, your officers are still viable, and you can send notice of the time and place to continue. Otherwise, your officers are kaput and you will have to call a special meeting (in accordance with your bylaws) to elect new officers and adopt a budget.

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12 hours ago, Guest Who's Coming to Dinner said:

Is it possible that you adjourned to resume at the call of the chair? If so, then the session is not over, your officers are still viable, and you can send notice of the time and place to continue. Otherwise, your officers are kaput and you will have to call a special meeting (in accordance with your bylaws) to elect new officers and adopt a budget.

Just out of curiosity, if only the president or a certain number of officers can call a special meeting (as is usually the case), and if all if those officers are now kaput, how exactly is this special meeting to be called? 

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33 minutes ago, Richard Brown said:

Just out of curiosity, if only the president or a certain number of officers can call a special meeting (as is usually the case), and if all if those officers are now kaput, how exactly is this special meeting to be called? 

A fair question.  I'm told that in some states, anyone who feels like it can rewrite the bylaws, make themselves officers for life, and redefine membership in such a case.  But I'm told that by buffoons, liars, and crazy people, and by those they have convinced, so it's probably not correct.

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Guest Who's Coming to Dinner
3 hours ago, Richard Brown said:

Just out of curiosity, if only the president or a certain number of officers can call a special meeting (as is usually the case), and if all if those officers are now kaput, how exactly is this special meeting to be called? 

Beats me. Let's hope this club has provided for special meetings called by general members.

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