Quorum and Voting

[Guest LauraT]

At a membership meeting last week two motions were made. A quorum was not present.  In the meeting minutes, the secretary listed the motions in question, who made the motion and the second and indicated that the motions had passed. However, she also added in a note indicating that a quorum would need to be verified.

1. Shouldn't the minutes be adjusted to indicate that a quorum was not present?

1a. Also, as a quorum wasn't present, do the motions and seconds need to be remade at the next available meeting? 

 

As the motions were not passed, the President has called a special meeting. Absentee ballots are allowed. One of the motions is regarding election of officers. Our Bylaws indicate that voting for the slate should be followed as described in our Procedures. Those procedures state, "Additional nominations may be made by petition with the written consent of the nominee. Petitions will bear the signatures of at least ten percent (10%) of active members and be received by the Secretary, with a copy to the Director of Nominating, at least two (2) weeks prior to a vote by the membership on the slate at a general membership meeting."

2. As the original motion could not be voted on due to the lack of quorum, would the above phrasing from the Procedures still be in effect? i.e. additional nominations can be made?

 

Thank you so much!

 

[Joshua Katz]

31 minutes ago, Guest LauraT said:

At a membership meeting last week two motions were made. A quorum was not present.

That seems problematic, unless they were the limited number of motions should can be made in the absence of a quorum.

32 minutes ago, Guest LauraT said:

In the meeting minutes, the secretary listed the motions in question, who made the motion and the second and indicated that the motions had passed. However, she also added in a note indicating that a quorum would need to be verified.

If there was no quorum, what's to "verify?" Any case, the minutes should not indicate who seconds. Here's the thing, though - the minutes record what was done, not what should have been done. If the motions were (improperly) passed, then that is what the minutes should say. And the minutes of a later meeting should say, hopefully, that a point of order was raised and clear and convincing evidence presented that they were passed with no quorum.

 

33 minutes ago, Guest LauraT said:

1. Shouldn't the minutes be adjusted to indicate that a quorum was not present?

 

When a quorum is present, the minutes indicate that, so that statement shouldn't be there if is. It would be proper to put where it normally goes that a quorum was not present.

34 minutes ago, Guest LauraT said:

1a. Also, as a quorum wasn't present, do the motions and seconds need to be remade at the next available meeting? 

 

A point of order should be raised that they were adopted without a quorum and are of no effect. How the assembly proceeds after that is up to the assembly. Someone may make them again, or not.

 

35 minutes ago, Guest LauraT said:

As the motions were not passed, the President has called a special meeting. Absentee ballots are allowed. 

Do your bylaws allow the President to call special meetings? Do they permit absentee ballots? It is a bad idea to allow absentee ballots to be mixed with ordinary ballots.

36 minutes ago, Guest LauraT said:

2. As the original motion could not be voted on due to the lack of quorum, would the above phrasing from the Procedures still be in effect? i.e. additional nominations can be made?

 

This depends on what the motion is. If it suspends a rule of order, it is in order - and is, in my view, in effect until a point of order is raised (which should happen). If it impacts something outside of meetings, then the motion is out of order in any event.

[Richard Brown]

34 minutes ago, Guest LauraT said:

1. Shouldn't the minutes be adjusted to indicate that a quorum was not present?

Yes, when the minutes are up for approval they should be corrected to reflect that a quorum was not present. In this case, it probably would not hurt, and in my opinion might be a good idea, for the minutes  to also state no motions were adopted.  RONR does not require that and others may say you should not even put that in the minutes, but because of the confusion I think in this case it would be a good idea.

37 minutes ago, Guest LauraT said:

1a. Also, as a quorum wasn't present, do the motions and seconds need to be remade at the next available meeting? 

Yes, The motions should be made again at the next meeting as if they had never been made before. If this is going to take place at a special meeting, the call for the meeting must include the consideration of those two motions as an item of business to be considered at the meeting. 
 

 

38 minutes ago, Guest LauraT said:

2. As the original motion could not be voted on due to the lack of quorum, would the above phrasing from the Procedures still be in effect? i.e. additional nominations can be made?

Yes, your existing rules remain in effect.

[Richard Brown]

44 minutes ago, Guest LauraT said:

At a membership meeting last week two motions were made. A quorum was not present.  In the meeting minutes, the secretary listed the motions in question, who made the motion and the second and indicated that the motions had passed. However, she also added in a note indicating that a quorum would need

Guest Laura, my answer above is based on the assumption that the two motions were never voted on. Were they in fact voted on? If so, Did the chair declare that they passed?

Edited to add: My answer will change if your response is that the motions were voted on and the chair declared that they had passed.

Edited December 7, 2019 at 05:07 PM by Richard Brown
Added last paragraph

[Rob Elsman]

5 minutes ago, Richard Brown said:

Yes, when the minutes are up for approval they should be corrected to reflect that a quorum was not present. In this case, it probably would not hurt, and in my opinion might be a good idea, for the minutes  to also state no motions were adopted.  RONR does not require that and others may say you should not even put that in the minutes, but because of the confusion I think in this case it would be a good idea.

I strongly disagree, since it is evident that no Point of Order was raised at the meeting.

[Rob Elsman]

4 minutes ago, Richard Brown said:

Guest Laura, my answer above is based on the assumption that the two motions were never voted on. Were they in fact voted on?

The minutes indicate both motions were "passed".

[Rob Elsman]

4 hours ago, Richard Brown said:

Yes, The motions should be made again at the next meeting as if they had never been made before. If this is going to take place at a special meeting, the call for the meeting must include the consideration of those two motions as an item of business to be considered at the meeting. 

The "passed" motions cannot be renewed until there is a Point of Order and a favorable ruling by the chair that there is "clear and convincing" proof of the absence of a quorum which invalidates the adoptions of the motions.

Edited December 7, 2019 at 09:29 PM by Rob Elsman

[Rob Elsman]

34 minutes ago, Richard Brown said:

Yes, your existing rules remain in effect.

The "existing rules remain in effect", but the interpretation of them may be in dispute because of this unusual situation. I think it best to reply with the standard answer I give about rules that organizations adopt for themselves: "They're your rules; you tell us." I don't mean it as a snotty retort; rather, I mean that the readers of this forum do not have the inputs necessary to make judgments about them.

Edited December 7, 2019 at 05:36 PM by Rob Elsman

[Richard Brown]

2 hours ago, Rob Elsman said:

The "existing rules remain in effect", but the interpretation of them may be in dispute because of this unusual situation. I think it best to reply with the standard answer I give about rules that organizations adopt for themselves: "They're your rules; you tell us." I don't mean it as a snotty retort; rather, I mean that the readers of this forum do not have the inputs necessary to make judgments about them.

I think we can quite safely say that if the rules which they tried to amend  did not get amended, then the rules which were in effect at that time remain in effect.  I think that is the last question Guest Laura was asking.

[Richard Brown]

@Rob Elsman did you not read all of my responses, especially the one where I said I am basing my answer on the assumption that the motions were never voted on?  Guest Laura still hasn't told us, despite my asking her, whether the motions were in fact voted on and declared by the chair to have been adopted.  The  fact that the minutes....which are obviously in question... might say the motions were adopted does not mean that they were in fact adopted or declared adopted.  I suppose you have never seen minutes that incorrectly reflect what happened at a meeting.  I'm trying to find out what ACTUALLY transpired at the meeting.  That is what will control, not what the unapproved draft minutes might say.  By the way, there would have been no need or reason for anyone to have raised a point of order at the meeting if no vote actually took place.  Again, we need to know what ACTUALLY happened at the meeting in order to properly advise Guest Laura.  That is what I am trying to find out.  You are ASSUMING that the motions were voted on and declared adopted and that the minutes are accurate in that regard.  That is not an assumption I am willing  to make at this time.  Guest Laura told us the motions were made and seconded BUT NEVER TOLD US WHETHER THEY WERE VOTED ON OR DECLARED ADOPTED.  To the contrary, she says at another point in her post that the motions did not pass.  So, you can assume what you want to, but I am not going to assume that they were actually voted on and adopted until Guest Laura tells us they were.  She has already acknowledged that the minutes are in error.

My original answer, per my second post, is clearly predicated on the assumption that the motions were never voted on.  My second answer makes it very plain that my answer will be different if the motions were in fact voted on and declared adopted.  I know full well how to answer the question if the facts or assumptions that my original answer was based on change based on additional information from Guest Laura.

One final point: If the original motions were not voted on or declared adopted, then, as I said in my answer which you took exception to, the motions can simply be made again at the next meeting.  No point of order is necessary.

The correct answers to Guest Laura's questions  depend on additional information which we need from her. 

[Richard Brown]

Guest Laura, depending on what actually happened at the meeting, you may have another option that has not been mentioned.

If the two motions were in fact voted on and declared adopted, the adoption of those two motions can be ratified at a later meeting at which a quorum is present, including a special meeting if they are authorized and if one is properly called and noticed.  If this is done at a special meeting, the call of the meeting must specify that one of the purposes is to ratify those two motions (unless your bylaws specify otherwise).  Then, at the meeting, whether it is your next regular meeting or a special meeting, and provided a quorum is present, a motion can be made to ratify the two motions from the previous meeting.  It normally requires a majority vote to ratify an action.  See pages 124 and 348 of RONR for more information on ratification.

Please, so that we can give you the best advice, tell us what actually did happen at the meeting, specifically whether the two motions were voted on and whether the chair declared that they passed.

Edited December 7, 2019 at 09:14 PM by Richard Brown
Typographical correction

[Guest Laura T]

Thank you so much everyone!

To try to provide some clarity:

In the case of both motions, the minutes state:

"Suzy Q moved to approve. The motion was seconded by Jane. Motion passed unanimously"

A note was added to the minutes after the second motion which states, "Will need to confirm if a quorum is present".

An email from the President later stated that a quorum was not present and that she would be calling a special meeting so those motions could be voted on. She listed the verbiage of the original motions, who made them, the second from so and so, etc.

I apologize for the delay in responding. Thank you again so much for your input!

 

[Guest Laura T]

Thank you so much everyone!

To try to provide some clarity:

In the case of both motions, the minutes state:

"Suzy Q moved to approve. The motion was seconded by Jane. Motion passed unanimously"

A note was added to the minutes after the second motion which states, "Will need to confirm if a quorum is present".

An email from the President later stated that a quorum was not present and that she would be calling a special meeting so those motions could be voted on. She listed the verbiage of the original motions, who made them, the second from so and so, etc.

I apologize for the delay in responding. Thank you again so much for your input!

 

[Richard Brown]

Laura, thank you for the additional information. You stated:

3 minutes ago, Guest Laura T said:

In the case of both motions, the minutes state:

"Suzy Q moved to approve. The motion was seconded by Jane. Motion passed unanimously"

Laura, you still haven’t answered my question. I’m asking you to tell us what ACTUALLY took place at the meeting, not what the unapproved draft minutes say  

Were you there? If so, please tell us in your own words what actually happened and specifically whether a vote was taken on the two motions and if the chair declared that they passed. I’m not asking you for what they minutes say. I’m asking you for what actually took place.

[Guest Laura T]

2 minutes ago, Richard Brown said:

Laura, thank you for the additional information. You stated:

Laura, you still haven’t answered my question. I’m asking you to tell us what ACTUALLY took place at the meeting, not what the unapproved draft minutes say  

Were you there? If so, please tell us in your own words what actually happened and specifically whether a vote was taken on the two motions and if the chair declared that they passed. I’m not asking you for what they minutes say. I’m asking you for what actually took place.

My apologies for any confusion.

Yes, votes were taken on the two motions. It was not determined that a quorum was not present until later. 

As a sidenote - I understand that a quorum should have been determined prior to motions being made, etc. Just trying to help this organization do things correctly. Small steps, right?

[Rob Elsman]

As a practical matter, coming up with "clear and convincing proof" that a quorum was lacking is a very steep hill to climb.

Edited December 8, 2019 at 03:07 PM by Rob Elsman

[Joshua Katz]

5 hours ago, Guest Laura T said:

In the case of both motions, the minutes state:

"Suzy Q moved to approve. The motion was seconded by Jane. Motion passed unanimously"

A note was added to the minutes after the second motion which states, "Will need to confirm if a quorum is present".

This editorial comment should be removed before the minutes are approved.

5 hours ago, Guest Laura T said:

An email from the President later stated that a quorum was not present and that she would be calling a special meeting so those motions could be voted on. She listed the verbiage of the original motions, who made them, the second from so and so, etc.

 

This is not proper. The President needs to make this ruling at a meeting, not by email. Also, does the President have the power to call a special meeting, per your bylaws?

4 hours ago, Guest Laura T said:

Yes, votes were taken on the two motions. It was not determined that a quorum was not present until later. 

 

Then, in my view, they have been adopted, unless and until a point of order is raised and clear and convincing evidence presented.

[Weldon Merritt]

1 hour ago, Joshua Katz said:

Then, in my view, they have been adopted, unless and until a point of order is raised and clear and convincing evidence presented.

A view in which I concur (for whatever it may be worth). If there was a question during the meeting about the presence of a quorum, a Point of Order should have been raised then. Demonstrating the absence of a quorum after the fact is a fairly high burden.

[jstackpo]

Moral of the story:

Always check for a quorum BEFORE opening the meeting (page 25, line 10) and, although it isn't actually required, document that fact in the very opening lines of the minutes:  "A quorum being present, President Jamison called the meeting to order at [date & time] ... "

[J. J.]

2 hours ago, Joshua Katz said:

Then, in my view, they have been adopted, unless and until a point of order is raised and clear and convincing evidence presented.

I will add my agreement.   There now must be clear and convincing evidence.

[Joshua Katz]

2 hours ago, Joshua Katz said:

Then, in my view, they have been adopted, unless and until a point of order is raised and clear and convincing evidence presented.

Let me add that, as I mentioned earlier, it is also possible that the motion was out of order for another reason: it might violate the bylaws. If so, that's two grounds for a point of order, and that one (if true) might be easier to prove than the lack of a quorum.

[Guest Laura T]

The organization has sign-in sheets for attendance. A quorum of members did not sign in as attending the meeting. So, proving a lack of quorum isn't the issue.

As I mentioned earlier, I am fully aware that this organization is doing some things that go against RRoO. What I am interested in are the answers to my original questions as I stated in my first post. Please don't read this as an attack - the nuances and specifics of RRoO are important - however, having an organization do the minimal correctly right now is a goal.

Thank you.

[Rob Elsman]

An attendance sheet supposedly signed by all members who have arrived at or before the meeting is called to order is hardly the kind of "clear and convincing proof" of the lack of a quorum at the time when the two motions were put to vote.

I must say that I have rather strong doubts about the success of a Point of Order at this point in time. As a practical matter, I doubt that there is proof enough of the absence of a quorum to meet the standard of "clear and convincing proof" required by the rules.

My suggestion is that you let the matter drop; dedicate yourself, instead, to go forward "gracefully" through the remainder of the elections; and, commit to working "cheerfully" with whomever wins.

[Dan Honemann]

20 minutes ago, Guest Laura T said:

The organization has sign-in sheets for attendance. A quorum of members did not sign in as attending the meeting. So, proving a lack of quorum isn't the issue.

Do your bylaws say that the presence of a quorum is determined by the number of members signing in? 

I agree with Mr. Elsman that sign-in sheets do not necessarily reflect the number of members present. Some members may just forget to sign in.

[jstackpo]

Or leave early.