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Guest Evan

Minutes for a cancelled meeting

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Guest Evan

More than half of the members emailed in advance to say that they weren't able to attend, for a variety of reasons.  Thus, a few hours before our meeting time, the Chair emailed us to say that the meeting was cancelled due to a lack of quorum.

Do I still need to make minutes for this cancelled regular meeting, even if it's just one sentence on our letterhead saying when and why the meeting was cancelled?

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3 minutes ago, Guest Evan said:

More than half of the members emailed in advance to say that they weren't able to attend, for a variety of reasons.  Thus, a few hours before our meeting time, the Chair emailed us to say that the meeting was cancelled due to a lack of quorum.

Do I still need to make minutes for this cancelled regular meeting, even if it's just one sentence on our letterhead saying when and why the meeting was cancelled?

Technically, no, because no meeting was held.  However, as a practical matter, I would do what you suggested just so that in the future someone looking over minutes won't think those minutes are missing.  That's not in RONR, it's just my opinion and it's what I would do. Just a one-sentence that the October XX, 2018 meeting was cancelled by the president and was not held.  No reason need be given, but I guess there is no harm in adding "due to expected low attendance and lack of a quorum".  

I feel compelled to point out, however, that unless your bylaws grant the president the authority to cancel or re-schedule meetings, he has no such authority and if enough members to constitute a quorum show up anyway they can legitimately have the meeting and vote to do pretty much whatever they want to do.  So, "canceling" a meeting can be a dangerous thing to do unless it is very amiable group and it is almost certain that nobody will have a real issue with the cancellation.

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Question: How could there be no quorum, if the meeting was never called to order? Wouldn't the determination for lack of quorum be established at the beginning time for the meeting?

Edited by Sid Grice
Removal of inapporopriate suggestion

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Guest Zev

Yes, under normal circumstances the determination of a quorum is performed at the beginning of a meeting, but the lack of a quorum only prevents business from being conducted and limits the assembly's options of what they can do to only a few items. Apparently the chairman sensing that the meeting would be inquorate just "cut a Gordian knot" and decided to not even attempt to call the meeting to order.

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9 hours ago, Sid Grice said:

Question: How could there be no quorum, if the meeting was never called to order? Wouldn't the determination for lack of quorum be established at the beginning time for the meeting?

Calling a meeting to order and the presence or absence of a quorum are two separate issues.  A meeting can and should be called to order regardless of whether a quorum is present.  The meeting itself can and should still be held.  The lack of a quorum simply limits what can be done  at the meeting.  See pages 347-349 for a list of actions which can be taken in the absence of a quorum.   Those actions are: Recess, Adjourn, Take action to obtain a quorum, and to Fix the Time to Which to Adjourn (set an adjourned meeting).  That's it.  You can do those four things in the absence of a quorum.

The  members present may, if they so desire and at their own risk vote to take other actions, but those actions are null and void and are not binding on the society unless they are ratified by the assembly at a later properly called and noticed meeting at which a quorum is present.  If the assembly fails to ratify whatever decisions were made by the members at the inquorate meeting, those members could wind up being personally responsible for any expense incurred by the society as a result of their action.  See pages 101 and 124 for more information on the Motion to Ratify.  Note:  This is most likely to occur when some type of emergency action must be taken, such as repairing roof damage to the clubhouse caused by a falling tree during a hurricane or a broken toilet or burst water pipes caused by a freeze and the annual Thanksgiving dinner is scheduled to take place in the clubhouse this weekend.

There is an easy mnemonic for remembering what can be done in the absence of a quorum.  Well, actually, there are at least two mnemonics, one of which is "clean" or "sanitized" and one which is a bit risque.  Unfortunately, I can never remember the sanitized version.  The more risque version, naturally, is the one I find easier to remember.  Here's what you can do in the absence of a quorum:  You can FART.    F: Fix the time to which to adjourn.  A: Adjourn.  R: Recess.  T:  Take action to obtain a quorum. 

Perhaps someone  will come  along and post the sanitized version.  But I bet my version is the one you will remember. :)

Edited by Richard Brown
Added the "note" to the second paragraph

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