quorum

[Guest rosario mireles]

can we conduct meeting with some members absent?

[Atul Kapur]

Did all members get notice of the meeting?

Do you have enough members present to meet the quorum requirement?

If Yes to both of the above, Yes.

[Albert]

Related quorum issue.

An unsatisfactory assembly without a quorum was recorded. Can a member raise the point of order after the presiding officer calls the meeting to question whether a quorum is present? Could the members ask the president for a sense of the meeting as to the agenda of the official assembly with no quorum?

 

At a recent required annual meeting of my time-share association, an informal Q&A session was included before adjournment but only included superficially in artificial minutes. (“Owners asked questions.”) The Q&A was most significant because we already had the managers’ proposed budget and accounting. The clerk was absent so an employee of the manager took notes. The president was absent so that the treasurer presided while the manager, as an assistant of the treasurer, reported finances. It served as the only “report of officers” on the agenda. No business was conducted. The acting president did not determine and announce that no quorum was present. Three months later, the elected clerk signed the notes that summarized the managers’ remarks so as to attest that the association annual meeting had occurred. Are minutes to be taken of a meeting without a quorum?  

[Rob Elsman]

Yes, no, and yes, respectively.

[Joshua Katz]

3 minutes ago, Albert said:

An unsatisfactory assembly without a quorum was recorded.

I don't know what you mean by this.

3 minutes ago, Albert said:

Can a member raise the point of order after the presiding officer calls the meeting to question whether a quorum is present?

Yes.

3 minutes ago, Albert said:

Could the members ask the president for a sense of the meeting as to the agenda of the official assembly with no quorum?

I don't know what you're asking.

3 minutes ago, Albert said:

At a recent required annual meeting of my time-share association, an informal Q&A session was included before adjournment but only included superficially in artificial minutes. (“Owners asked questions.”)

Minutes should record what was done, not what was said. If an informal Q&A is held during a meeting, the minutes should simply note that fact and not include the questions and answers.

5 minutes ago, Albert said:

Three months later, the elected clerk signed the notes that summarized the managers’ remarks so as to attest that the association annual meeting had occurred.

A meeting still occurs if it is inquorate.

5 minutes ago, Albert said:

Are minutes to be taken of a meeting without a quorum?  

Yes, but they should be very short.

[Albert]

The minutes in question recite "questions were asked" and that is certainly short. I am unclear how the chair appropriately gives the floor to a member to ask a (trivia) question unrelated to a main motion of business.

The issue is trying to salvage something from the effort to travel to another state to attend an owners meeting without a quorum, and efficiently using what can be conducted at such a meeting venue. How can members move the chair to alter the orders of the day that do not include  Q&A unrelated to officers reports to an informal meeting after adjournment?

As to "old business" that appears on our annual agenda, would this include tabled motions and deferred actions from the previous annual meeting? If a quorum is not present, does a tabled motion die? 

I seem to recall reading in the forum that extraneous informal business or even a scheduled guest speaker might be deferred to transpire after the close of the official business meeting.

In our meeting (or any meeting) with no quorum present, could a member appropriately move to adjourn after stated "business" on the agenda is complete? After the reports of officers and committees, if any, we routinely have a topical area for new business. Noting no new main motions are allowed without a quorum, and the rationale that  Q&A is not discussion for deliberation and debate of business, a meeting without a quorum might reasonably adjourn.. I believe written reports, such as the treasurer's  documents, are submitted without a vote of acceptance, so that "business" should proceed.  Can a privileged motion to adjourn be introduced with a brief explanation?  

In the case discussed , with no clerk to record Q&A, and unrelated questions not on the agenda, and with  the Q&A report of record to be only that a member asked an extraneous question, it is unclear how the chair is to yield the floor to a member to ask a question except to clarify an officer's report or a committee's report. In this event,  might an ad hoc committee  conduct informal business and discussion after the adjournment of the called meeting?

 

 

[Joshua Katz]

1 hour ago, Albert said:

I am unclear how the chair appropriately gives the floor to a member to ask a (trivia) question unrelated to a main motion of business.

An assembly can adopt a motion to allow "q&a." Absent that, it would be out of order - but the minutes should reflect that it was done, not what should be done.

1 hour ago, Albert said:

The issue is trying to salvage something from the effort to travel to another state to attend an owners meeting without a quorum, and efficiently using what can be conducted at such a meeting venue. How can members move the chair to alter the orders of the day that do not include  Q&A unrelated to officers reports to an informal meeting after adjournment?

Move to adjourn.

1 hour ago, Albert said:

As to "old business" that appears on our annual agenda, would this include tabled motions and deferred actions from the previous annual meeting? If a quorum is not present, does a tabled motion die? 

The term in RONR is unfinished business. Items that were laid on the table (which is rarely in order) require a majority vote to be taken up, they do not come up automatically. They do, indeed, die if not taken up at the next meeting, but regardless, they also die if the next meeting is not within a quarterly time period. Similarly, items may not be postponed definitely beyond a quarterly time period. The only way to keep things alive for a year would be to refer them to committee. But it's not a big deal; they can just be moved anew (when there's a quorum, of course).

1 hour ago, Albert said:

I seem to recall reading in the forum that extraneous informal business or even a scheduled guest speaker might be deferred to transpire after the close of the official business meeting.

 

It is entirely proper to do such things after adjournment, yes. 

 

1 hour ago, Albert said:

In our meeting (or any meeting) with no quorum present, could a member appropriately move to adjourn after stated "business" on the agenda is complete?

At any meeting, regardless of quorum, it's in order to move to adjourn just about anytime, unless a motion to set the time to which to adjourn is pending.

 

1 hour ago, Albert said:

After the reports of officers and committees, if any, we routinely have a topical area for new business. Noting no new main motions are allowed without a quorum, and the rationale that  Q&A is not discussion for deliberation and debate of business, a meeting without a quorum might reasonably adjourn.. I believe written reports, such as the treasurer's  documents, are submitted without a vote of acceptance, so that "business" should proceed.  Can a privileged motion to adjourn be introduced with a brief explanation?  

You don't need a rationale to adjourn. Reports are, I think the common belief is on this forum, out of order without a quorum. (I'm not so sure personally, but that seems to be the common view here.) A privileged motion to adjourn is not debatable, so no explanation would be in order. 

 

1 hour ago, Albert said:

In the case discussed , with no clerk to record Q&A

As discussed, none of that belongs in the minutes.

1 hour ago, Albert said:

it is unclear how the chair is to yield the floor to a member to ask a question except to clarify an officer's report or a committee's report.

Yes.

1 hour ago, Albert said:

In this event,  might an ad hoc committee  conduct informal business and discussion after the adjournment of the called meeting?

Anyone can (absent rules to the contrary) discuss anything at any time. If the committee is to conduct business, it will need to be a properly called meeting, including notice to committee members. 

[Guest Zev]

46 minutes ago, Albert said:

I am unclear how the chair appropriately gives the floor to a member to ask a (trivia) question unrelated to a main motion of business.

I doubt seriously that a presiding officer would be answering trivia questions during a meeting.

48 minutes ago, Albert said:

The issue is trying to salvage something from the effort to travel to another state to attend an owners meeting without a quorum, and efficiently using what can be conducted at such a meeting venue.

The rule is very specific. If a meeting does not have sufficient attendance to fulfill the quorum requirement then no motion related to a business item may be adopted. In your particular case the set of circumstances suggests the possibility that your quorum requirement is too high and as a result cannot conduct a fruitful meeting and has caused financial damage to some members that have travelled from afar.

51 minutes ago, Albert said:

As to "old business" that appears on our annual agenda, would this include tabled motions and deferred actions from the previous annual meeting?

For starters, we in this business do not use the expression "old business" because it may "suggest the further consideration of matters that have been finally disposed of." (RONR 11th edition, page 358) The expression we use is "unfinished business" which "refers to questions that have come over from the previous meeting (other than special orders) as a result of that meeting's having adjourned without completing its order of business." (Ibid.)

Setting that aside, the answer is no. The one year interval is too long. A quarterly interval would have been acceptable, but not one year. All motions that have not been dealt with fall to the ground at adjournment. Unless, there are other business meetings within a quarterly time interval, at which time postponed or tabled items may be taken up.

1 hour ago, Albert said:

If a quorum is not present, does a tabled motion die? 

Not necessarily. However, if no quorum reappears and the meeting adjourns then a tabled motion dies unless the next meeting is within the quarterly interval in which case it can be taken up at the next meeting.

Remember that a lack of quorum does not bring an immediate end to a meeting. There are several things that can still be done. See RONR 11th edition, page 347.

1 hour ago, Albert said:

I seem to recall reading in the forum that extraneous informal business or even a scheduled guest speaker might be deferred to transpire after the close of the official business meeting.

I'm not entirely sure what you mean by "extraneous informal business," but as long as no actual business is transacted as mentioned on page 347. Why send the guest speaker away? Perhaps those present can contact other members to hear an interesting speech and a quorum may reappear.

1 hour ago, Albert said:

In our meeting (or any meeting) with no quorum present, could a member appropriately move to adjourn after stated "business" on the agenda is complete?

My initial reaction is to answer no. The number of allowed actions is limited to those on pages 347-348. The expression "after stated 'business' on the agenda" suggests to me that someone is still trying to have a motion adopted without a quorum being present. And yet Call for the Orders Of The Day is still allowed and may include some item that could conceivably be thought of as "business," and perhaps this is what is meant by "after stated business."

1 hour ago, Albert said:

After the reports of officers and committees, if any, we routinely have a topical area for new business. Noting no new main motions are allowed without a quorum, and the rationale that  Q&A is not discussion for deliberation and debate of business, a meeting without a quorum might reasonably adjourn.. I believe written reports, such as the treasurer's  documents, are submitted without a vote of acceptance, so that "business" should proceed.

I see what you mean. I have no problem with any of this.

1 hour ago, Albert said:

Can a privileged motion to adjourn be introduced with a brief explanation?

Adjourn has some funky rules about when it is privileged and when it is an incidental main motion. You will have to read pages 233-242 in order to get a sense of what is involved. I have no big problem with this.

1 hour ago, Albert said:

In the case discussed , with no clerk to record Q&A, and unrelated questions not on the agenda, and with  the Q&A report of record to be only that a member asked an extraneous question,...

I see no reason to record any of this unless some rule requires it. "Unrelated questions" pop up all the time. I see no problem. If reports are being offered by officers and assembly members have questions then it is proper to answer them quorum or not. A formal decision is going to take place sometime in the future and at that time the officer may be requested to render his report anew and questions may be posed again if there are any doubts. If the objective was to not have the officer repeat himself then as soon as the meeting was inquorate perhaps a motion to Adjourn was more appropriate at that time.

1 hour ago, Albert said:

...it is unclear how the chair is to yield the floor to a member to ask a question except to clarify an officer's report or a committee's report.

Don't be confused. Perhaps the fact that the meeting became inquorate made you doubt yourself. The method of gaining the floor and posing a Request For information and the method of the presiding officer responding to it or requesting another officer or member to answer the question remains the same. Nothing has changed just because there is no quorum.

1 hour ago, Albert said:

In this event,  might an ad hoc committee  conduct informal business and discussion after the adjournment of the called meeting?

If you are saying that the inquorate meeting wishes to appoint an ad hoc committee then the answer is absolutely not. Again, an inquorate meeting is limited to the actions described on pages 347-348. If an informal group wishes to meet after adjournment and discuss matters then by all means. But no formal decisions can be reached.

Understand that the above comments are just my reflections and the other experts in this field may have a different point of view. Please return to this thread to consider what they have to say.

[Albert]

Thank you for helping clarify my question.  When a called meeting is inquorate, RORN states that no business is possible and the proper course of action is to adjourn (with a few exceptions.)  I have read advice that the clerk shall record that adjournment action in the minutes to show that an annual meeting was held as prescribed on a conforming date with all notices if such a meeting was legally required.  (Our assembly recites a call of the roll in the agenda and our clerk routinely records a brief attendance list of officers, directors, and guests, without the act of calling the roll.) Thus, our legally required meeting would be complete in a time of five minutes without reading the minutes of the prior meeting. 

 

If the meeting is adjourned, would officers and committees who have prepared written reports simply defer discussion of these until a subsequent meeting?  RONR states that written reports are just subittined without the act of membership approval. Would such reports be submitted for filing and that action be part of the minutes of the adjourned meeting? My reference is to the typical treasurer's annual report and budget for the coming year.  

 

An attractive concept is to use a time period after meeting adjournment to take up discussion of submitted budgets and other  business progress with the president, treasurer, and board members in attendance.  Thus, members could ask questions for clarification and record answers.

[Joshua Katz]

1 hour ago, Albert said:

An attractive concept is to use a time period after meeting adjournment to take up discussion of submitted budgets and other  business progress with the president, treasurer, and board members in attendance.  Thus, members could ask questions for clarification and record answers.

I agree, this is attractive, and seems perfectly fine to me. RONR is about what happens during meetings, not what happens outside of meetings. So long as no business is conducted, all is well.

[Guest Zev]

42 minutes ago, Albert said:

Thank you for helping clarify my question.  When a called meeting is inquorate, RORN states that no business is possible and the proper course of action is to adjourn (with a few exceptions.)

I call them options.

43 minutes ago, Albert said:

I have read advice that the clerk shall record that adjournment action in the minutes to show that an annual meeting was held as prescribed on a conforming date with all notices if such a meeting was legally required.

Good idea.

43 minutes ago, Albert said:

(Our assembly recites a call of the roll in the agenda and our clerk routinely records a brief attendance list of officers, directors, and guests, without the act of calling the roll.)

I'm just a little it puzzled as to why the clerk would not call the entire roll, but if that is how your organization does things then I suppose that is how they do things.

45 minutes ago, Albert said:

Thus, our legally required meeting would be complete in a time of five minutes without reading the minutes of the prior meeting. 

That is correct.

45 minutes ago, Albert said:

If the meeting is adjourned, would officers and committees who have prepared written reports simply defer discussion of these until a subsequent meeting?

I would simply adjourn. To my knowledge nothing needs to be done to the reports. Officer and committee reports are actionable only after they are pending, and even if one is pending at the instant of adjournment it eventually comes back at the next meeting under the category of unfinished business, as long as the next meeting is within the quarterly interval of time.

But if the members there want to hear the reports and the presiding officer and others are willing to go through the trouble of presenting them then I would be OK with it. It just seem like a waste of time since no official decision can be made while the meeting is without a quorum.

1 hour ago, Albert said:

RONR states that written reports are just subittined without the act of membership approval.

Some reports are for informational purposes and no motions are expected. Others may cause motions to deal with issues mentioned in the report or mentioned by members. There is frequently some confusion as to what to do with the treasurer's report. This is the case where it is not acted upon but instead the report is referred to an auditing committee that in the future submits their findings to the assembly and it is at that time that the assembly either accepts the auditor's report or takes some other action. Any treasurer's report eventually is just filed away.

1 hour ago, Albert said:

Would such reports be submitted for filing and that action be part of the minutes of the adjourned meeting?

When the auditors return their report it could be ordered to be included in the minutes or just mentioned I passing as having been uneventful. If the "adjourned meeting" you are talking about it the just-recently adjourned inquorate meeting then no. No actions can be taken without a quorum.

1 hour ago, Albert said:

My reference is to the typical treasurer's annual report and budget for the coming year.

I would not consider any such documents without a quorum being present. In my view this would be courting disaster.

1 hour ago, Albert said:

An attractive concept is to use a time period after meeting adjournment to take up discussion of submitted budgets and other  business progress with the president, treasurer, and board members in attendance.

I'm sure they could retreat to the nearest watering hole and talk all night about these subjects, but again, it seems like a waste of time since no official decisions can be made absent a proper meeting with a quorum present. Having two meetings without being able to enact motions just seems to be a little bit too much.

1 hour ago, Albert said:

Thus, members could ask questions for clarification and record answers.

True, but whenever the next meeting takes place other members may ask the same questions and due to some unforeseen event or missed detail the answers may be different. So why not wait until the next meeting and ask the questions then?