SHOOTER Posted January 10, 2018 at 05:32 AM Report Share Posted January 10, 2018 at 05:32 AM Long story short..... A board meeting was held without the minimum 2/3 attendance of the board members as specified in the bylaws. At not time was a quorum ever present. The bylaws also stipulates that "A quorum must be established before any business transactions take place at each meeting." Even though I pointed out that it appeared we did not have a quorum. President and Secretary assured that we did. Meeting was held as usual : Minutes from previous meeting,Treasurers report, Finance report all approved. All other reports given but approval isn't required on them. Minutes for the inquorate meeting were taken and I just got a copy of those minutes. Two items under new business that required funds to be spent were voted on and approved. Should the meeting be declared void and another meeting scheduled to go over the same items with a quorum present or is there some other action that could be taken to somehow approve the actions of the inquorate board meeting? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 10, 2018 at 09:31 AM Report Share Posted January 10, 2018 at 09:31 AM At the next meeting, a point of order could be raised that the previous meeting did not have a quorum and clear, convincing proof could be given. Then the actions taken could be ratified. Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted January 10, 2018 at 03:15 PM Report Share Posted January 10, 2018 at 03:15 PM Specifically, on pages 124-5, RONR states: The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: • action improperly taken at a regular or properly called meeting at which no quorum was present; • action taken at a special meeting with regard to business not mentioned in the call of that meeting; • action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority; • action taken by a local unit that requires approval of the state or national organization; or • action taken by a state or national society subject to approval by its constituent units. Quote Link to comment Share on other sites More sharing options...
SHOOTER Posted January 14, 2018 at 08:06 PM Author Report Share Posted January 14, 2018 at 08:06 PM Sorry but I've been out of town. A special meeting has been called. If I understand correctly once a quorum is established a point of order should be raised about the inquorate meeting. Then a motion to ratify can can be made and voted on. I'm assuming the minutes (notes) should be from the previous meeting should presented at some point. If so would they be presented before or after the point of order? Any help on the order would be greatly appreciated. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted January 14, 2018 at 09:38 PM Report Share Posted January 14, 2018 at 09:38 PM The (necessarily) very brief minutes of the inquorate meeting are typically approved at the next regular meeting. Special meetings do not approve minutes unless this has been listed specifically in the notice of meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 14, 2018 at 11:33 PM Report Share Posted January 14, 2018 at 11:33 PM (edited) Agreeing with Mr. Lages, whether the assembly does or does not ratify the action that was taken at the previous inquorate meeting should not change what is in the minutes from that previous meeting. The minutes are a record of what happened, whether what happened was proper or improper. Any reference to the previous actions being ratified would appear in the minutes of the meeting at which the actions are ratified (or at which ratification fails). Edited January 14, 2018 at 11:34 PM by Richard Brown Typo Quote Link to comment Share on other sites More sharing options...
SHOOTER Posted January 15, 2018 at 12:05 AM Author Report Share Posted January 15, 2018 at 12:05 AM I think I've got it then. After the establishment of a quorum, point of order, then vote to ratify, with mention of what is being ratified, but not the minutes from the previous meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 15, 2018 at 01:34 AM Report Share Posted January 15, 2018 at 01:34 AM Well, you still need to approve the minutes of the previous inquorate meeting, but you do not change those minutes based upon the subsequent ratification. The details of the ratification are noted in the minutes of the new meeting, not the previous meeting. Quote Link to comment Share on other sites More sharing options...
SHOOTER Posted January 15, 2018 at 02:09 AM Author Report Share Posted January 15, 2018 at 02:09 AM Establish quorum Approve minutes of previous inquorate meeting. Point of order Ratify Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted January 15, 2018 at 02:17 AM Report Share Posted January 15, 2018 at 02:17 AM 3 minutes ago, SHOOTER said: Establish quorum Approve minutes of previous inquorate meeting. Point of order Ratify "Approve minutes of previous inquorate meeting" - As I said above - to do this, approval of the minutes would have to be included in the notice of meeting. If it hasn't been included - you said above that a special meeting has already been called - then approve those minutes at the next regular meeting Quote Link to comment Share on other sites More sharing options...
SHOOTER Posted January 15, 2018 at 02:23 AM Author Report Share Posted January 15, 2018 at 02:23 AM Ok Bruce, I have it now. In the notice the approval of the minutes of the inquorate meeting were included. Thank you for clarifying that point. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 15, 2018 at 11:05 AM Report Share Posted January 15, 2018 at 11:05 AM 8 hours ago, SHOOTER said: Ok Bruce, I have it now. In the notice the approval of the minutes of the inquorate meeting were included. Thank you for clarifying that point. As I'm sure you already know, "[t]he only business that can be transacted at a special meeting is that which has been specified in the call of the meeting" (RONR, 11th ed., p. 93). What business other than the approval of minutes has been specified in the call of this special meeting? Quote Link to comment Share on other sites More sharing options...
SHOOTER Posted January 21, 2018 at 02:34 AM Author Report Share Posted January 21, 2018 at 02:34 AM This was the only item and that was all that was transacted. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 21, 2018 at 03:58 AM Report Share Posted January 21, 2018 at 03:58 AM On 1/14/2018 at 9:23 PM, SHOOTER said: Ok Bruce, I have it now. In the notice the approval of the minutes of the inquorate meeting were included. Thank you for clarifying that point. So you bothered to have a special meeting for no other purpose than to approve some minutes, which would have been approved at the next regular meeting anyway? Just to be certain, you do realize that approving the minutes of the inquorate meeting does not ratify any of the actions taken there, unless they are specifically ratified separately, which apparently was not done? Quote Link to comment Share on other sites More sharing options...
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