No quorum

[Guest Jon]

Robert's Rules provides that action taken in the absence of a quorum is "null and void."  What exactly does this mean?  Specifically, here are two questions:

1. Suppose that at a meeting of a society a quorum is not present, but no one calls attention to the absence of a quorum, and the meeting proceeds.  The society debates, votes on, and passes some measure.  The meeting proceeds all the way to its end without any mention of the absence of a quorum.  Then, at the next meeting, a member complains that a measure was passed at the previous meeting without a quorum being present and asserts that the passing of the measure at the previous meeting was of no effect because it was "null and void."  What happens?

2.  A measure is passed without a quorum as in question 1, but no one raises the lack of a quorum, either at that meeting or at the next meeting.  Do members have an indefinite time to challenge the adoption of the measure without a quorum, or does it eventually become a valid action of the society?

Thanks for your consideration.

 

 

 

[Joshua Katz]

38 minutes ago, Guest Jon said:

1. Suppose that at a meeting of a society a quorum is not present, but no one calls attention to the absence of a quorum, and the meeting proceeds.  The society debates, votes on, and passes some measure.  The meeting proceeds all the way to its end without any mention of the absence of a quorum.  Then, at the next meeting, a member complains that a measure was passed at the previous meeting without a quorum being present and asserts that the passing of the measure at the previous meeting was of no effect because it was "null and void."  What happens?

 

If it is shown by clear and convincing evidence that there was no quorum present, any motion adopted is of no effect. 

39 minutes ago, Guest Jon said:

2.  A measure is passed without a quorum as in question 1, but no one raises the lack of a quorum, either at that meeting or at the next meeting.  Do members have an indefinite time to challenge the adoption of the measure without a quorum, or does it eventually become a valid action of the society?

 

They can raise it at any time, although many decisions become moot at a certain point.

[Rob Elsman]

As Mr. Katz points out, the high standard of "clear and convincing" proof must be met to be successful with a Point of Order asserting an absence of quorum. It is not likely that such proof will be available at the next meeting, unless the contested vote on the motion was properly taken by roll call.

[Richard Brown]

Just to be clear, the “clear and convincing proof” standard in RONR is the standard or burden of proof  to determine that a quorum was not present after the fact to retroactively invalidate action taken at a prior meeting or even earlier in the same meeting.  That is because once a quorum is determined to be present, it is presumed to continue until questioned and because actions taken are presumed to be valid.  
 

The assembly itself determines what it believes is “clear and convincing proof”. RONR does not define it. 
 

Edited December 22, 2019 at 05:51 PM by Richard Brown
Added underlined text in the first paragraph

[Guest Jon]

Thank you all for these replies.  As Richard Brown pointed out, RONR provides that once it is determined that the meeting has a quorum, the quorum is presumed to continue until someone suggests its absence.  But what if it is never determined that the meeting has a quorum?  I know the Chair is supposed to determine that there is a quorum before starting the meeting, but what if this is never done, the meeting starts anyway, and a vote is taken in the absence of a quorum?  Then at the next meeting a member challenges the action taken at the previous meeting on the ground that there was no quorum.  Am I correct that in these circumstances the presumption that there was a quorum would not apply?  

[George Mervosh]

16 minutes ago, Guest Jon said:

Thank you all for these replies.  As Richard Brown pointed out, RONR provides that once it is determined that the meeting has a quorum, the quorum is presumed to continue until someone suggests its absence.  But what if it is never determined that the meeting has a quorum?  I know the Chair is supposed to determine that there is a quorum before starting the meeting, but what if this is never done, the meeting starts anyway, and a vote is taken in the absence of a quorum?  Then at the next meeting a member challenges the action taken at the previous meeting on the ground that there was no quorum.  Am I correct that in these circumstances the presumption that there was a quorum would not apply?  

The chair need not make an announcement of that determination, so it's likely he thought one was present.  The other members, by not raising a point of order at the time, probably thought there was one was present as well.  But this is the applicable rule:

"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).* " RONR (11th ed.), p. 349

[Richard Brown]

Agreeing with Mr. Mervosh and taking the language on pages 348-349 as a whole, I believe that once the chair calls the meeting to order and the assembly begins conducting business without anyone raising a point of order that a quorum is not present or even questioning the presence of a quorum, a quorum is presumed to exist and all business conducted is presumed to be valid.  I say this in part because RONR provides that the chair has an affirmative duty to determine that a quorum is present before calling the meeting to order.  The presumption is that he performed his duty properly and did not call the meeting to order without satisfying himself that a quorum was present. 

Here is the language from the bottom of page 348:  "Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that [page 349] a quorum is present",

[anon]

I hope someone will indulge me in further discussion to improve my understanding of the impact on conduct of a meeting once you have determined that there is no quorum.

My condominium bylaws contain an order of business for association annual and special meetings to start with Roll Call. This has served to remind the Chair of their duty to determine if a quorum is present and it makes results of the determination more transparent to members in attendance, including presence of voting proxies for validation. While the Chair should be aware of the duty to make a quorum determination, there are times when you cannot rely on this, nor on other members to be sufficiently knowledgeable in parliamentary procedures to raise a Point of Order.

In July 2019, Washington State enacted a statutory requirement for budget ratification by condominium associations that requires a meeting of the owners in which a quorum is not required wherein at least 51% of the owner interest votes in favor of rejecting the board's budget proposal. Thus, in the absence of a quorum I assume the only agenda items that could be addressed are Roll Call (if required by the Bylaws), Budget Ratification (i.e., make motion to reject the budget; debate the motion if seconded; motion to limit debate, if any; and vote), and Adjournment. Correct me if this doesn't comply with RRONR, 11th ed.

What about agenda items scheduled before entertaining a motion for budget rejection to (1) present the budget and (2) allow owner comments and questions? Would these agenda items be considered business transactions or just a planned program for a presentation with questions and answers at the end as long as there are no decisions to commit to any actions? And if so, can the Chair introduce special rules for time-limited round robin comments before allowing owner comments and questions?

[Josh Martin]

On 12/23/2019 at 12:52 PM, Guest Jon said:

Thank you all for these replies.  As Richard Brown pointed out, RONR provides that once it is determined that the meeting has a quorum, the quorum is presumed to continue until someone suggests its absence.  But what if it is never determined that the meeting has a quorum?  I know the Chair is supposed to determine that there is a quorum before starting the meeting, but what if this is never done, the meeting starts anyway, and a vote is taken in the absence of a quorum?  Then at the next meeting a member challenges the action taken at the previous meeting on the ground that there was no quorum.  Am I correct that in these circumstances the presumption that there was a quorum would not apply?  

The presumption is that a quorum was present at a previous time where action was taken. Indeed, I think the presumption is even stronger than the presumption for the current time. (For the current time, if someone points out the possibility that a quorum is not present, this can be resolved simply by counting how many persons are present.) This is precisely why clear and convincing proof is necessary to combat this presumption. If such proof can in fact be obtained, however, then the actions taken in the absence of a quorum are null and void. I would note that even in that instance, however, it’s not the end of the world - the assembly may, if it wishes, ratify the actions taken in the absence of a quorum.

“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 .” (RONR, 11th ed., pg. 349)

On 12/23/2019 at 2:18 PM, anon said:

In July 2019, Washington State enacted a statutory requirement for budget ratification by condominium associations that requires a meeting of the owners in which a quorum is not required wherein at least 51% of the owner interest votes in favor of rejecting the board's budget proposal. Thus, in the absence of a quorum I assume the only agenda items that could be addressed are Roll Call (if required by the Bylaws), Budget Ratification (i.e., make motion to reject the budget; debate the motion if seconded; motion to limit debate, if any; and vote), and Adjournment. Correct me if this doesn't comply with RRONR, 11th ed.

What about agenda items scheduled before entertaining a motion for budget rejection to (1) present the budget and (2) allow owner comments and questions? Would these agenda items be considered business transactions or just a planned program for a presentation with questions and answers at the end as long as there are no decisions to commit to any actions? And if so, can the Chair introduce special rules for time-limited round robin comments before allowing owner comments and questions?

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