Non Meetings

[Tomm]

If a corporation, in this case it's a corporation governing the recreational facilities in a senior community (governed under Title 10 in AZ), is required to hold a general membership meeting once a year but not enough members show up to fulfill the requirement of a quorum,  has the non-meeting fulfilled the obligations of the Bylaws? 

Here's what the Bylaws say: MEMBERSHIP QUORUM

"A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing.   If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting.

Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles."

[Atul Kapur]

Here's what RONR says, on page 347, lines 22-29. Emphasis added

Quote

In the absence of a quorum, any business transacted
(except for the procedural actions noted in the next paragraph)
is null and void. But if a quorum fails to appear at a
regular or properly called meeting, the inability to transact
business does not detract from the fact that the society’s rules
requiring the meeting to be held were complied with and
the meeting was convened—even though it had to adjourn
immediately.

 

[Gary Novosielski]

1 hour ago, Tomm said:

If a corporation, in this case it's a corporation governing the recreational facilities in a senior community (governed under Title 10 in AZ), is required to hold a general membership meeting once a year but not enough members show up to fulfill the requirement of a quorum,  has the non-meeting fulfilled the obligations of the Bylaws? 

Here's what the Bylaws say: MEMBERSHIP QUORUM

"A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing.   If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting.

Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles."

It was not a non-meeting.  It was an unfortunately abbreviated meeting, but it was a meeting.  Brief minutes should be kept and approved.

Did you in fact adjourn the meeting to a future time as the bylaws permit?

Edited January 31, 2020 at 08:34 PM by Gary Novosielski

[Joshua Katz]

9 hours ago, Atul Kapur said:

Here's what RONR says, on page 347, lines 22-29. Emphasis added

 

But, as a reminder, your corporate statutes may differ.

[Tomm]

This has been going on for several years due to the fact that quorum is never achieved. The meeting is simply adjourned never to be heard from again until the following year....when, again, not enough members will show up!

I guess as long as the community is fat, dumb, and happy there won't be a membership meeting. We need an issue that hits a sore spot, like maybe in their wallets!?!?!

[Joshua Katz]

5 hours ago, Tomm said:

This has been going on for several years due to the fact that quorum is never achieved. The meeting is simply adjourned never to be heard from again until the following year....when, again, not enough members will show up!

 

You could move to set the time to which to adjourn, which may or may not help.

Try beer and pizza.

[Richard Brown]

6 hours ago, Tomm said:

This has been going on for several years due to the fact that quorum is never achieved. The meeting is simply adjourned never to be heard from again until the following year....when, again, not enough members will show up!

 

19 minutes ago, Joshua Katz said:

You could move to set the time to which to adjourn, which may or may not help.

Try beer and pizza.

@Tomm, setting the time to which to adjourn is setting an “adjourned meeting”. It is a technical way of saying, “We don’t have a quorum tonight so let’s meet here again again a week from today  at the same time and place and try again.“. When you do it that way, it is a continuation  of the same session and you do not have  to re-notice the meeting, although it is to your advantage to do so to try to get a quorum to show up.

[Tomm]

How do you make and pass a motion for an "adjourned meeting" if no quorum is present? 

[George Mervosh]

1 minute ago, Tomm said:

How do you make and pass a motion for an "adjourned meeting" if no quorum is present? 

The same way you do if one was present, since setting an adjourned meeting is one of the things RONR specifically says you can do without a quorum.  See RONR (11th ed.), pp. 347-348.