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Guest Anthony

No Quorum

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Guest Anthony

Good morning, we have an issue, the two officers, secretary, treasurer keep failing to attend the monthly meetings. We are unable to reach quorum, and business needs to be conducted. What are our options? It seems, its deliberate act from both parties to sabotage the new chair person who actually is doing a great job in enrolling others, and other business. The two officers used to chair, and vice chair so now they dont help the chair at all, perhaps help sink them may be a better way of saying it. What can we do?

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Guest Anthony

It states ' The quorum for a general membership meeting must consist of a representation by at least 8 association members, including a minimum of 2 executive board members and 6 parent members. members of the association shall be required in order to conduct official association business." 

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Guest Who's Coming to Dinner
1 hour ago, Guest Anthony said:

It states ' The quorum for a general membership meeting must consist of a representation by at least 8 association members, including a minimum of 2 executive board members and 6 parent members. members of the association shall be required in order to conduct official association business." 

This bylaw applies to general membership meetings and must be followed exactly. If you are talking about a meeting of the executive board, then you must follow whatever bylaw applies to those meetings. If there is no such bylaw, then your quorum is a majority of board members, regardless of what offices they may hold. When the secretary is absent, appoint a secretary pro tem to take minutes and prepare them for approval at the next meeting.

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Guest Anthony, I'm still interested in knowing exactly in what way a quorum was not present.  It seems you only need eight people for a quorum.... six "parent members" (whatever they are)  plus two executive board members. 

Here is what RONR says on page 349 about setting aside action taken in the absence of a quorum:  "When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion—which he can no longer do except in connection with the permissible proceedings related to the absence of a quorum, as explained above. Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present, however, until a member raises the point. Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24)."

As the highlighted portion of that quote indicates, establishing the lack of a quorum after the fact, such as after a vote has been taken or even at the next (or at any subsequent) meeting, requires clear and convincing proof that a quorum was not present when the vote was taken.  Since only eight people are required for a quorum, six of whom must be "parent members" and two of whom must be executive board members, it seems that it would be relatively easy to determine the presence or absence of a quorum whether at the original meeting or at a subsequent meeting. 

The proper way to raise the issue of a lack of a quorum, if the chair fails to do so on his own, is for a member to raise a point of order that a quorum is not (or was not) present.  No second is required.  The chair should rule that the point of order either is or is not well taken. The ruling of the chair may then be appealed to the assembly by one member appealing from the decision of the chair and another member seconding the appeal.  The appeal is debatable, though subject to special rules (each member gets to speak once, but the chair can speak twice, first to explain his ruling and again after others have spoken).  It takes a majority vote to overturn the decision of the chair.  The decision of the chair is sustained on a tie vote.  The decision of the assembly is final.  

That is the procedure that should be followed for objecting to the lack of a quorum, whether at the meeting where a quorum is doubtful or at a subsequent meeting when action taken at a previous meeting is being challenged due to lack of a quorum,

It seems to me that it should be easy to determine whether a quorum was present at that meeting.  Was the lack of a quorum caused by the absence of a necessary executive board member?  That should be VERY easy to prove.  btw, how many people are on your executive board?  I'm assuming at least four:  a Chair, Vice-chair, Secretary and Treasurer.  Even if the secretary and treasurer purposely stayed away, if the chair and vice chair were present, you had your quorum.

If you can provide us with more information, we might be able to provide more help.

btw, I'm assuming that the meetings you are discussing are general membership meetings and not board meetings.  If they were board meetings, that changes everything, as GWCTD pointed out.

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Guest Confused Anthony now

there were only two parents and myself, along with coordinator. Secretary and treasurer decided not to show. This has been the set up for the start, the two others dont show resulting to no meeting. This is the general assembly meeting.

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Guest Confused Anthony now

It seems there is a pattern, the most that do attend are 5 and the other officers know no business can be conducted without their attendance, what are my choices as president?

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4 hours ago, Guest Confused Anthony now said:

there were only two parents and myself, along with coordinator. Secretary and treasurer decided not to show. This has been the set up for the start, the two others dont show resulting to no meeting. This is the general assembly meeting.

I might be missing something, but it seems that there would not have been a quorum even if the Secretary and Treasurer had attended. Your bylaws require eight members for a quorum, and you say that “two parents and myself, along with coordinator” were present. That makes four people. With the Secretary and Treasurer, there would have been six, which is still less than eight.

3 hours ago, Guest Confused Anthony now said:

It seems there is a pattern, the most that do attend are 5 and the other officers know no business can be conducted without their attendance, what are my choices as president?

I would still like an answer to Mr. Brown’s question about what officers, specifically, are members of the Executive Board. You say that the Secretary and Treasurer will not attend meetings. Are they the only other members of the Executive Board, besides yourself, or are there others?

As to the problem of not enough members generally attending the meetings, I suggest free food and other efforts to get enough members to attend a meeting where the bylaws can be amended to reduce the number of general members that must be present and eliminate the rule requiring a certain number of executive board members.

Edited by Josh Martin

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9 hours ago, Guest Confused Anthony now said:

.....what are my choices as president?

I would make sure you're not over looking something in your ByLaws. In our HOA ByLaws We fortunately have that covered in the "Power and Duties of the Board of Directors" section.

(d)  declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors

 

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11 hours ago, Guest Confused Anthony now said:

there were only two parents and myself, along with coordinator. Secretary and treasurer decided not to show. This has been the set up for the start, the two others dont show resulting to no meeting. This is the general assembly meeting.

It looks to me (as, I presume, making a PRES out of U and ME, though NEITHER OF US were elected PRES) as if, in the event that you and the coordinator are board members, then all you need is to get enough more parents -- that's four more? -- to care enough about their children to show up for the meetings.  ( ... And what about the current vice-chair?)

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13 hours ago, SFHA Bubba said:

I would make sure you're not over looking something in your ByLaws. In our HOA ByLaws We fortunately have that covered in the "Power and Duties of the Board of Directors" section.

(d)  declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors

As I understand the facts, the officers have been absent from meetings of the general membership, not from the Board of Directors.

Additionally, the board cannot act in the absence of a quorum, so this rule doesn’t protect you as much as you think.

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Guest MAKE SENSE

In either case, we didnt have quorum i get it. Great Idea to have free food, once all parties are there, then we can have a vote on reducing the number to ensure quorum can be established. Thank you

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On 1/10/2018 at 11:09 AM, Guest Who's Coming to Dinner said:

minimum of 2 executive board members and 6 parent members

Hmmm.  Richard, and Guest Who's, and anyone else:  it occurs to me that if two board members are also parents, wouldn't they qualify for both roles (at least, arguably, establishing that a question has arisen of interpreting the bylaws?)

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7 minutes ago, Gary c Tesser said:

Hmmm.  Richard, and Guest Who's, and anyone else:  it occurs to me that if two board members are also parents, wouldn't they qualify for both roles (at least, arguably, establishing that a question has arisen of interpreting the bylaws?)

Sure. For example, suppose there are four board members present, who are also parent members, and four other parent members present. That seems sufficient to me.

“The quorum for a general membership meeting must consist of a representation by at least 8 association members, including a minimum of 2 executive board members and 6 parent members.”

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24 minutes ago, Guest MAKE SENSE said:

once all parties are there, then we can have a vote on reducing the number to ensure quorum can be established

Um, not quite.  Note that Mr Martin said, signally:

22 hours ago, Josh Martin said:

a meeting where the bylaws can be amended

-- that is, not just the first meeting at which you have a quorum.  To amend the bylaws (such as, say, to to make the quorum more achievable), you have to follow punctiliously * the procedure specified in the bylaws themselves.  I point this out because typically (and sensibly), amending the bylaws requires previous notice of the intention, so the meeting notice has to mention it.

___________

* I acquired that word maybe in junior high school, and remembered to use it maybe four times since.  More often I'll say "scrupulously,"  "diligently," or maybe "assiduously," or even "carefully" like a college graduate.

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4 hours ago, Josh Martin said:

As I understand the facts, the officers have been absent from meetings of the general membership, not from the Board of Directors.

With out asking I assumed wrongly given our BOD's are also the officers treasure, secretary along with Pres, VPres. I assumed also that it was a BOD meeting given "monthly meeting" and "discuss business" was mentioned. Our "general membership" meets once a year and BOD's meet monthly. We as an HOA are obviously different !

Josh Martin said:

"Additionally, the board cannot act in the absence of a quorum, so this rule doesn’t protect you as much as you think"

I only offered the part of that I felt was relevant to the issue. We have other rules that concern BOD's that I did not offer which would show the quorum part for BOD's you mentioned.

 

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I'm out of here, for now at least.  Here we've gone through 15 or  20 posts under the assumption that we are talking about general membership meetings, with even the quorum for said meetings being posted, and just now learn that the meetings at issue are board meetings, not general membership meetings.  I'm too confused and too frustrated to try to figure out what is going on now.

Good luck to those of you who have the wits and perseverance to carry on and get to the bottom of this.

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19 minutes ago, Richard Brown said:

I'm out of here, for now at least.  Here we've gone through 15 or  20 posts under the assumption that we are talking about general membership meetings, with even the quorum for said meetings being posted, and just now learn that the meetings at issue are board meetings, not general membership meetings.  I'm too confused and too frustrated to try to figure out what is going on now.

 

I don't see where we learned that.

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I'm not sure, but I'm not sure about anything regarding this situation now.  If the issue is lack of a quorum at board meetings, why are we told what the quorum is for a general membership meeting rather than for a board meeting?  I'm still confused enough that I'm out of here.

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2 hours ago, Richard Brown said:

I'm out of here, for now at least.  Here we've gone through 15 or  20 posts under the assumption that we are talking about general membership meetings, with even the quorum for said meetings being posted, and just now learn that the meetings at issue are board meetings, not general membership meetings.  I'm too confused and too frustrated to try to figure out what is going on now.

Good luck to those of you who have the wits and perseverance to carry on and get to the bottom of this.

The issue of board meetings was introduced by SFHA Bubba, who is not the original poster and is talking about a different organization.

I hope that clears up the confusion.

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