Adjournment - to reschedule annual meeting due to lack of quorum

[anon]

Our bylaws state, " If a meeting cannot be held because of a lack of quorum, it may be adjourned to another date..." The rest of the provision reduces the quorum required, specifies  terms for the earliest date to which the meeting is adjourned, and expectations for a reasonable effort to provide advance notice. What is the proper motion for adjournment in this case? Fix the time to which to adjourn? RONR (11th ed.), p.243, ll 1-5

[George Mervosh]

34 minutes ago, anon said:

Our bylaws state, " If a meeting cannot be held because of a lack of quorum, it may be adjourned to another date..." The rest of the provision reduces the quorum required, specifies  terms for the earliest date to which the meeting is adjourned, and expectations for a reasonable effort to provide advance notice. What is the proper motion for adjournment in this case? Fix the time to which to adjourn? RONR (11th ed.), p.243, ll 1-5

The proper motion to set the adjourned meeting is the motion to  Fix the Time to Which to Adjourn, yes.  Obviously your rule contains restrictions, but simply follow them.  Remember if the motion is made when no question is pending, it is a main motion.  After that is dealt with the meeting without a quorum can adopt a regular motion to adjourn it.

Edited February 4, 2020 at 07:54 PM by George Mervosh

[Atul Kapur]

You could also just do it all in one motion, "That the meeting do now adjourn to meet at 8 P.M. on April 10." This is also a main motion. (RONR 11th ed., p. 241, lines 22-23).

[anon]

12 hours ago, Atul Kapur said:

You could also just do it all in one motion, "That the meeting do now adjourn to meet at 8 P.M. on April 10." This is also a main motion. (RONR 11th ed., p. 241, lines 22-23).

Assuming the chair does not ask if there is any further business before seeking to announce adjournment, should I wait for the chair to motion for adjournment and then propose an amendment to fix the time and place to which to adjourn to?

[Atul Kapur]

I wouldn't wait for the chair to announce adjournment and the chair shouldn't be making the motion themself.

If the motion to adjourn is moved and seconded, then you cannot amend it (the motion "That we adjourn" with no modifiers or qualifiers is not amendable or debatable). In that case, you need to follow Mr. Mervosh's advice and make a motion to Fix the Time to Which to Adjourn.

My advice was assuming that you had no quorum and people were contemplating "What should we do now?" with no motion pending. The benefit of doing it before the motion to adjourn is made is that the motion is debatable and amendable so the group can decide on the best time for the future meeting.

[anon]

18 hours ago, Atul Kapur said:

I wouldn't wait for the chair to announce adjournment and the chair shouldn't be making the motion themself.

If the motion to adjourn is moved and seconded, then you cannot amend it (the motion "That we adjourn" with no modifiers or qualifiers is not amendable or debatable). In that case, you need to follow Mr. Mervosh's advice and make a motion to Fix the Time to Which to Adjourn.

My advice was assuming that you had no quorum and people were contemplating "What should we do now?" with no motion pending. The benefit of doing it before the motion to adjourn is made is that the motion is debatable and amendable so the group can decide on the best time for the future meeting.

Just to make sure I'm understanding this correctly, the motion to Fix the Time to Which to Adjourn would allow the assembly to debate or amend the main motion and to make secondary motions to recess or otherwise attempt to obtain a quorum before adjourning by separate motion to adjourn. While the motion "That the meeting do now adjourn to meet at 8 P.M. on April 10." would only be debatable and amendable, but not allow for any further business (albeit limited due to lack of a quorum). Is that right?

[Richard Brown]

3 hours ago, anon said:

Just to make sure I'm understanding this correctly, the motion to Fix the Time to Which to Adjourn would allow the assembly to debate or amend the main motion and to make secondary motions to recess or otherwise attempt to obtain a quorum before adjourning by separate motion to adjourn. While the motion "That the meeting do now adjourn to meet at 8 P.M. on April 10." would only be debatable and amendable, but not allow for any further business (albeit limited due to lack of a quorum). Is that right?

Well, sort of, but not exactly. Those other motions, such as the motion to take a recess or to take action to obtain a quorum, should be made and taken up prior to taking up the motion to fix the time to which to adjourn. The motions to take a recess or to take action to obtain a quorum would not be in order while it is pending if it was introduced as a privileged motion while other business was pending. The motion to fix the time to which to adjourn should normally be the last motion made prior to a motion to adjourn.

Edited to add highlighted and underlined portion.

Edited February 6, 2020 at 04:39 PM by Richard Brown
Added underlined and bolded portion

[Atul Kapur]

If no other motion is pending, then either of the two motions (a-Fix Time to Which to Adjourn or  b-Adjourn to meet again on a future date) are main motions (incidental main motions, to be precise). While they have the same names as the privileged motions, they are treated just like any other main motion (because they are moved when no other business is pending).

Because they are main motions, both of them are debatable and amendable. In both cases, a motion to recess or otherwise attempt to obtain a quorum would be allowed.

[anon]

On 2/6/2020 at 7:51 AM, Atul Kapur said:

If no other motion is pending, then either of the two motions (a-Fix Time to Which to Adjourn or  b-Adjourn to meet again on a future date) are main motions (incidental main motions, to be precise). While they have the same names as the privileged motions, they are treated just like any other main motion (because they are moved when no other business is pending).

Because they are main motions, both of them are debatable and amendable. In both cases, a motion to recess or otherwise attempt to obtain a quorum would be allowed.

This sounds like the most straight forward approach. No other business should be pending if we don't have a quorum. Do you advise that I motion to recess so that members can attempt to get others to come to the meeting or fax a proxy to obtain a quorum? And then if no quorum is forthcoming, motion to adjourn to meet again on a future date?

Edited February 8, 2020 at 01:04 AM by anon
removed extraneous word causing gramar error

[Richard Brown]

4 hours ago, anon said:

This sounds like the most straight forward approach. No other business should be pending if we don't have a quorum. Do you advise that I motion to recess so that members can attempt to get others to come to the meeting or fax a proxy to obtain a quorum? And then if no quorum is forthcoming, motion to adjourn to meet again on a future date?

I personally prefer keeping it simple and one step at a time. If it were up to me, I would first either move to take a recess or to adopt a motion to take action to obtain a quorum, such as calling absent members. Either motion would  suffice. Taking a recess at until  the call of the chair and then having members getting on their cell phones  to call absent members in the hopes of obtaining a quorum seems like the simple and logical first step. If that fails, I would then move to fix the time to which to adjourn, which is setting an adjourned meeting.  After that, I would  move to adjourn. Three very simple clear and distinct steps in a logical order.

Edited February 8, 2020 at 01:55 AM by Richard Brown
Changed one word as indicated by underline

[Atul Kapur]

The only area where I disagree with Mr. Brown is that I would want to have a time limit, rather than leaving it to the call of the chair, which could be quite open-ended. So I would combine them in a motion to, "Recess for (15/30) minutes to allow members to contact absent members and encourage them to attend or fax a proxy." Once the time period has expired and the meeting has reconvened, then you can see whether a quorum is present and find out whether it looks like a quorum will be present shortly. If not, then you move a motion to adjourn to a future time.

Edited February 8, 2020 at 02:04 AM by Atul Kapur

[Richard Brown]

50 minutes ago, Atul Kapur said:

The only area where I disagree with Mr. Brown is that I would want to have a time limit, rather than leaving it to the call of the chair, which could be quite open-ended. So I would combine them in a motion to, "Recess for (15/30) minutes to allow members to contact absent members and encourage them to attend or fax a proxy." Once the time period has expired and the meeting has reconvened, then you can see whether a quorum is present and find out whether it looks like a quorum will be present shortly. If not, then you move a motion to adjourn to a future time.

I concur with Dr. Kapur’s suggestion in his comment immediately above.

[Gary Novosielski]

On 2/7/2020 at 9:54 PM, Richard Brown said:

I concur with Dr. Kapur’s suggestion in his comment immediately above.

So do I except for the faxed proxies which are, after all, prohibited by RONR.

[Atul Kapur]

I mentioned faxed proxies because @anon mentioned it in their Feb 7 post, so I assumed that they were authorized by Anon's bylaws.

[anon]

My apologies. I did not realize faxed copies of proxies are not allowed. There is nothing explicit in our Bylaws that would allow this. It just says they must be signed and filed with the board. There is no prohibition on the method for filing proxies... Can either of you cite the RONR prohibition?

[Josh Martin]

31 minutes ago, anon said:

My apologies. I did not realize faxed copies of proxies are not allowed. There is nothing explicit in our Bylaws that would allow this. It just says they must be signed and filed with the board. There is no prohibition on the method for filing proxies... Can either of you cite the RONR prohibition?

RONR prohibits proxies, period. Proxies are permitted only if authorized by your bylaws or required by applicable law. If they are authorized, questions regarding how they may be submitted will need to be answered by those rules.

“A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable.” (RONR, 11th ed., pgs. 428-429)

Edited February 11, 2020 at 11:59 PM by Josh Martin

[Richard Brown]

38 minutes ago, Josh Martin said:

RONR prohibits proxies, period. Proxies are permitted only if authorized by your bylaws or required by applicable law. If they are authorized, questions regarding how they may be submitted will need to be answered by those rules

I agree.  Anon, if your bylaws authorize proxies, it will be up to your organization to interpret those bylaw provisions and to determine the procedures to be used in submitting and accepting them. You are on your own here.  I have seen organizations be very strict and require original signed proxies on a form prepared by the organization and submitted  to the secretary prior to the meeting  and I have seen organizations be very lenient and accept home  drawn proxies submitted by fax. I've seen cases where faxed proxies were accepted and cases where they were not.  I suggest you amend your bylaws or adopt a special rule of order regarding the use of proxies.  If faxed proxies are not accepted, and if the  bylaws are silent about whether originals must be submitted, there might be members  complaining that some officer wrongfully denied them the right to vote.  It is better to spell it out.  Good luck!