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Adjourned meetings and quorums


Guest Harper
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My organization failed to reach a quorum by 25% at our annual budget meeting.

 

Our parliamentarian recommended that we set up an adjourned meeting later this month and count attendees, proxies and absentee voters toward the quorum at the adjourned meeting. Our bylaws permit absentee voters to be counted toward a meeting quorum.

 

The problem: No provision was made for attendees who can’t attend the adjourned meeting to vote including attendees carrying proxies who can’t attend.

 

I see three options: 

 

1) to contact all attendees and proxies and ask them to vote by absentee ballot. We have several ballot initiatives that must be approved or the organization could shut down.

 

2) to approach our sponsoring organization, who is already monitoring the organization for governance breaches, and ask them to intervene.

 

3) to hope and pray that most of the attendees and proxies attend again (around 33% of the quorum) and that the 25% who didn’t attend show up or vote absentee this time.

 

I plan, if you think this is a wise course, to recommend that the organization's administrative staff phone every individual who attended (signed in) and their proxies and ask them to vote absentee since most of them listened to the proceedings and at least are informed.

 

Otherwise, I fear that we will have substantial disenfranchisement. Attendees, some traveling from overseas, were not given instructions for how to vote. And no vote was taken because the informal.

 

Without approval of the budget and approval of the ballot initiatives the organization's treasurer won't be able to sign checks from April. We're on a tight timeline.

 

Thank you.

 
Harper
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I can't make heads or tails of this, largely because I don't know your rules and can't imagine how, for instance, they permit counting absentee voters towards quorum, but apparently don't require you to do so.  I also don't know your customized rules for proxies, or why you'd need a special provision for those carrying proxies to vote.  Have you tried asking this question to your parliamentarian?

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Unfortunately (for you, anyway) RONR has very little to say about proxies and absentee voting (except by mail).  We sympathize with your plight  (you are not alone, non-attendance at association meetings seems to be a nation wide, if not world wide, phenomenon  --  but that's cold comfort, to be sure) but I am afraid you are on your own as far as Robert's rules go.

P. 588 may help when you have the adjourned meeting and the chairs rules on the properness of some of your options.

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3 hours ago, Joshua Katz said:

I can't make heads or tails of this, largely because I don't know your rules and can't imagine how, for instance, they permit counting absentee voters towards quorum, but apparently don't require you to do so.  I also don't know your customized rules for proxies, or why you'd need a special provision for those carrying proxies to vote.  Have you tried asking this question to your parliamentarian?

Mr. Katz and Mr. Stackpole,

Thank you for your responses. Below is the rule for absentee voters counting toward the quorum. It was added as a means to address constant quorum problems, the sort that Mr. Stackpole referred to. I will check the RONR reference, but my instinct tells me that common sense - contact every member personally and explain the situation - is the best course. We have a paid-for staff to make the calls.

2. A Regular Member who has submitted an absentee vote or who is represented by a proxy shall be recognized as attending the general meeting. 

Harper

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55 minutes ago, Guest Guest Harper said:

 

[1]  We have a paid-for staff to make the calls.

2. A Regular Member who has submitted an absentee vote or who is represented by a proxy shall be recognized as attending the general meeting.

1.  Good, make them earn their keep!

2.  I've seen this (non-RONR) rule commonly in Condominium bylaws.  Looks to me that both the absentee voters and the held proxies will count toward the quorum at the meeting.  But check with a lawyer to be sure, since that is all above my (and RONR's) pay grade.

Whether the proxy holders in attendance can vote the held proxies (in addition to their own vote) is a question for your rules (or rule interpretation) to answer.

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2 hours ago, jstackpo said:

1.  Good, make them earn their keep!

2.  I've seen this (non-RONR) rule commonly in Condominium bylaws.  Looks to me that both the absentee voters and the held proxies will count toward the quorum at the meeting.  But check with a lawyer to be sure, since that is all above my (and RONR's) pay grade.

Whether the proxy holders in attendance can vote the held proxies (in addition to their own vote) is a question for your rules (or rule interpretation) to answer.

Thank you for your response. It is more than rules, I believe. The ballot initiatives involve the retroactive approval of substantial unauthorized expenditures of organizational funds. Not getting a quorum is one thing. Disenfranchising voters compounds the problem. Your 'make them earn their keep' comment is probably the best advice moving forward. And also 'check with a lawyer'. Thank you.

Harper

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2 hours ago, jstackpo said:

I suppose that "unauthorized expenditures of organizational funds" could also involve calling the cops.

But that is definitely beyond the scope of this B-Board.

Not calling the cops, but surely informing the sponsoring authorities of the organization.

Thank you.

Harper

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  • 2 weeks later...
On March 10, 2017 at 0:12 PM, Guest Guest Harper said:

Mr. Katz and Mr. Stackpole,

Thank you for your responses. Below is the rule for absentee voters counting toward the quorum. It was added as a means to address constant quorum problems, the sort that Mr. Stackpole referred to. I will check the RONR reference, but my instinct tells me that common sense - contact every member personally and explain the situation - is the best course. We have a paid-for staff to make the calls.

2. A Regular Member who has submitted an absentee vote or who is represented by a proxy shall be recognized as attending the general meeting. 

Harper

A new problem: I have just learned that the people who signed in and informally agreed to hold an adjourned meeting aren't being counted toward the quorum if they can't attend the adjourned meeting, yet proxies they were carrying are being counted. 

So my questions are: 1) Shouldn't members who signed in at the original meeting count toward the quorum whether or not they can attend the adjourned meeting? And 2) If they can't attend the adjourned meeting and and their earlier attendance doesn't count toward the quorum, then their proxies (which are given to them by name) wouldn't count as well. Would that make sense?

I think the simple solution, if it is possible, just to count all sign-ins and their proxies toward the quorum.

Separately, we addressed the issue of disenfranchisement - members who signed in at the first meeting but can't attend the second may vote absentee (which I realize is problematic, but provisions exist in our bylaws) are being given a chance to vote using an absentee ballot.

Thank you.

Harper

 

 

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4 hours ago, Guest Guest Harper said:

So my questions are: 1) Shouldn't members who signed in at the original meeting count toward the quorum whether or not they can attend the adjourned meeting? And 2) If they can't attend the adjourned meeting and and their earlier attendance doesn't count toward the quorum, then their proxies (which are given to them by name) wouldn't count as well. Would that make sense?

So far as RONR is concerned, the only members who count toward the quorum are members who are actually present. If your organization's rules provide otherwise, it is up to your organization to interpret those rules.

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

A new problem: I have just learned that the people who signed in and informally agreed to hold an adjourned meeting aren't being counted toward the quorum if they can't attend the adjourned meeting, yet proxies they were carrying are being counted. 

Your adjourned meeting is part of the same session, but the quorum requirement must be met at every meeting of that session.

The further you bend backward to accommodate members who won't show up, the fewer will show up. Then your organization will be run by an ever-shrinking group, alienating more members and increasing the rate of non-participation. It's a death spiral.

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