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No quorum, no executive officer


BSTREEP1606
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As with most people posting here, we are looking for some help.  This one’s kind of different.  We have a worldwide fraternal organization of sailors.  “Loose” is too tight a definition for the group.  We have representatives from 28 countries.  The Bylaws are short and sweet.  More like short and ugly.  We have no executive officer.  Each represented country gets one vote.  We have a secretary with “no executive powers”.  Meetings require a quorum of 50% of the countries.  We get together somewhere in the world every 4 years for a week-long party, and a morning is scheduled for our business meeting.  Where we get together is decided at the prior event.  There don’t appear to be any provisions for calling a meeting outside of this. 

At this point you can probably guess the problem.  We met in Uruguay a few weeks ago. There was no quorum.  Little business is ever discussed that matters, but it does take longer than would normally be necessary, because we have to have translators for several languages. 

The assembled group DID agree, unanimously, on where the next meeting would be.  Normally, there are representatives from several countries who want to have the next meeting/party, but there was only one who, somewhat reluctantly, wanted it.  I can say that if all 28 countries where there, the vote would have been 28-0.  No one is unhappy about the choice, and there’s no doubt that a quorum will be made.

HOWEVER, we do have some folks, who chose not to attend, that are saying “no quorum, no meeting, no next meeting decision”.  The problem is, the Bylaws have no avenue for selecting the next meeting.  We have no executive officer. 

Thoughts? And thanks in advance, I know from experience that forum work is sometimes work.

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Guest Who's Coming to Dinner

A meeting can take place in the absence of a quorum; it is simply very limited in what actions it may take. So you had your quadrennial meeting, made an invalid decision about where to hold the next meeting, and adjourned. Now you are stuck unless your bylaws provide for calling a special meeting at which to ratify the location of the next regular meeting.

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For the future, what you could have done is Set the Time to Which to Adjourn, which establishes an adjourned meeting and may be done in the absence of a quorum.  

As to what to do in this instance, well, that's a little tougher.  You told us you have short bylaws, and that you meet every 4 years.  Do the bylaws say you meet every 4 years, or is that just your custom?

As GWCTD says, you made an invalid decision.  There's no provision for making a valid decision.  On the other hand, there's no provision, presumably, for challenging this invalid decision outside the meeting.  So my thought is to hold your party, convene the meeting, and if someone wants to challenge the invalidity of that decision, they can do so at that time.  Of course, that's circular, but I'm not sure what else to say at this point.  Unless, that is, organization funds are spent on this party, in which case your officers could, I guess, spend the money and then seek ratification, risking having to pay it themselves if not ratified.

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I agree with Mr. Katz.  Have your meeting/party as (perhaps improperly) scheduled.  If someone raises a point of order that it's an invalid meeting, the chair can rule the point not well taken (I can't really conceive of him agreeing that it's an invalid meeting).  If his decision gets appealed, it will almost certainly (in my opinion) be sustained on appeal by an overwhelming vote and that will be that.  Party on.

And if the chair should rule that the point of order is well taken and the meeting is invalid, I would be willing to bet money that his decision would be reversed on appeal and the group  will party on.

I can't give you a page cite because that's not in RONR.  But it's what I would do. And I have a hunch it is what General Robert would  do, too, although he might suggest having some sort of email vote to "ratify" the decision on the next meeting.  And for you sticklers, I'm using the word "ratify" in the loosest non-RONR fashion.  :unsure:

Edited to add:  I'm basing my answer at least on part on General Robert's answer to question 107 on page 452 of Parliamentary Law.  In short, I would paraphrase what the General said as "sometimes you gotta do what you gotta do" in order for the organization to continue to function.

Edited by Richard Brown
Added last paragraph
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Thanks, folks. 

Just to clarify, we have no worldwide funds, and funds even at the national and local level are tiny.  Everyone pays their way.  At the US national level, maybe a couple of thousand bucks.  However, the budget for the next one will be about a million.  Crazy, yes. 

I did just re-read the bylaws, and the presiding officer for a meeting is the presiding officer of the country holding the event.  In this case, can the presiding officer of Uruguay, our host, call the next meeting? 

It is in our bylaws that we meet every 4 years. 

Thanks again!

Bill

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20 minutes ago, BSTREEP1606 said:

Just to clarify, we have no worldwide funds, and funds even at the national and local level are tiny.  Everyone pays their way.  At the US national level, maybe a couple of thousand bucks.  However, the budget for the next one will be about a million.  Crazy, yes. 

 

I'm not sure I follow - not clear to me how the budget can be $1M if you have no money.  If you aren't spending organizational funds, though, that means your officers won't find themselves at personal risk.

21 minutes ago, BSTREEP1606 said:

 I did just re-read the bylaws, and the presiding officer for a meeting is the presiding officer of the country holding the event.  In this case, can the presiding officer of Uruguay, our host, call the next meeting? 

 

The fact of presiding wouldn't give that person an unlimited right to call meetings, no.  

 

 

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

A meeting can take place in the absence of a quorum; it is simply very limited in what actions it may take. So you had your quadrennial meeting, made an invalid decision about where to hold the next meeting, and adjourned. Now you are stuck unless your bylaws provide for calling a special meeting at which to ratify the location of the next regular meeting.

I'm going to weigh in on the side of sanity.

On the one hand we say that because of the absence of a quorum,, a motion to set the time and place for the next meeting was not valid.

On the other, we say that the assembly could have Fixed the Time To Which To Adjourn, which is permissible in an inquorate meeting.

So the assembly, if it had more parliamentary smarts, could have set the time and place of the next meeting, which it tried to do, but was not permitted to do.  Why?  Because it failed to call the motion by the proper name?

Either it had the right to do this, or it did not, and I maintain that it did have the right, that it attempted to do so, and that it therefore succeeded. Saying that it failed because it used the incorrect name for the motion is not persuasive.  I believe the vote to set the time and place of the next meeting should be treated as a successful vote to Fix the Time....

It occurred to me that the motion to Fix the Time... might not permit fixing a time beyond a quarterly interval, but there appears to be no such restriction.  The only restriction I've found is that it can't fix a time beyond the next regular meeting.

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Guest Who's Coming to Dinner

There is way too much common sense going on in this thread. We are supposed to be talking about RONR.

In the real world, I would of course hold the next party — er, meeting — as agreed and let the tortilla chips fall where they may.

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4 hours ago, Gary Novosielski said:

I'm going to weigh in on the side of sanity.

On the one hand we say that because of the absence of a quorum,, a motion to set the time and place for the next meeting was not valid.

On the other, we say that the assembly could have Fixed the Time To Which To Adjourn, which is permissible in an inquorate meeting.

So the assembly, if it had more parliamentary smarts, could have set the time and place of the next meeting, which it tried to do, but was not permitted to do.  Why?  Because it failed to call the motion by the proper name?

Either it had the right to do this, or it did not, and I maintain that it did have the right, that it attempted to do so, and that it therefore succeeded. Saying that it failed because it used the incorrect name for the motion is not persuasive.  I believe the vote to set the time and place of the next meeting should be treated as a successful vote to Fix the Time....

It occurred to me that the motion to Fix the Time... might not permit fixing a time beyond a quarterly interval, but there appears to be no such restriction.  The only restriction I've found is that it can't fix a time beyond the next regular meeting.

I concur with Mr. Novosielski that the meeting that was scheduled should simply be treated as an adjourned meeting. As noted, an inquorate meeting has the authority to schedule an adjourned meeting.

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