Jump to content
The Official RONR Q & A Forums
GEDC

Adjournment Motion without Quorum

Recommended Posts

Hi, 

I am new here so apologize ahead of time if this is in the wrong place...I have a question regarding a Board Meeting matter that I could locate the answer for online. 

We had quorum for a small Board meeting, but a conflict was declared later on in the meeting with an item that came up for approval. The person left the meeting. 

There was no quorum following this and the meeting came to an end shortly after.  The remaining Board agreed to revisit the matter at a later date with quorum.

The problem is that I had an adjournment motion that I could not carry as I did not have a seconder - so the motion was left as is with a mover but not carried. 

Do I leave it like this or do we need to make a note in the next board meeting minutes about it?

Thank you.

Share this post


Link to post
Share on other sites
19 minutes ago, GEDC said:

I am new here so apologize ahead of time if this is in the wrong place...I have a question regarding a Board Meeting matter that I could locate the answer for online. 

We had quorum for a small Board meeting, but a conflict was declared later on in the meeting with an item that came up for approval. The person left the meeting. 

There was no quorum following this and the meeting came to an end shortly after.  The remaining Board agreed to revisit the matter at a later date with quorum.

The problem is that I had an adjournment motion that I could not carry as I did not have a seconder - so the motion was left as is with a mover but not carried. 

Do I leave it like this or do we need to make a note in the next board meeting minutes about it?

For starters, a second is not required under the small board rules (generally used in boards with not more than about a dozen members present).

"In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: ...
• Motions need not be seconded." (RONR, 11th ed., pgs. 487-488)

Additionally, even if this board does require a second, the requirement of a second is still used as a guideline by the chair in whether to state the question on a motion, and it is appropriate in some circumstances for the chair to state the question on a motion without a second.

"The requirement of a second is for the chair's guidance as to whether he should state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly's having to dispose of a motion that only one person wants to see introduced. In handling routine motions, less attention is paid to the requirement of a second. If the chair is certain that a motion meets with wide approval but members are slow in seconding it, he can state the question without waiting for a second." (RONR, 11th ed., pgs. 36-37)

A situation in which a quorum is not present is absolutely a situation where it would be appropriate for the chairman to overlook the requirement of a second - especially if the reason for the lack of a second is because there aren't enough members present for someone to second the motion (which I am guessing is what the problem was). I think it would also be appropriate for the chairman to simply request unanimous consent for the meeting to adjourn. Nonetheless, if "the motion was left as is with a mover but not carried," then that is what happened.

Finally, since I imagine you are not all still meeting as you write this post, it seems that one way or another, the meeting eventually adjourned.

So no, there is no need for your board "to make a note in the next board meeting minutes about it."

Edited by Josh Martin

Share this post


Link to post
Share on other sites
20 minutes ago, GEDC said:

We had quorum for a small Board meeting, but a conflict was declared later on in the meeting with an item that came up for approval. The person left the meeting. 

Nothing in RONR requires him to leave the meeting even if he's not going to participate in any debate or vote on the matter.

Share this post


Link to post
Share on other sites
Guest Appeal

In my not very knowledgeable opinion If there is no second and no member appeals to the decision of the chair to waive the requirement  (of a second) the decision of the chair stands.(can not be appealed later) so the vote can go ahead

 

Share this post


Link to post
Share on other sites
5 hours ago, Guest Appeal said:

In my not very knowledgeable opinion If there is no second and no member appeals to the decision of the chair to waive the requirement  (of a second) the decision of the chair stands.(can not be appealed later) so the vote can go ahead

Yes, I agree, and as I have noted, I believe the chair should have stated the question on the motion to adjourn without a second, for multiple reasons. It appears, however, that the chair instead declared the motion to adjourn dead for lack of a second. It's not clear what happened next, but I assume that eventually everyone left. This means that, for all intents and purposes, the meeting was adjourned. The OP's question is whether some notation regarding all of this needs to be made in the minutes of the next board meeting, and I think the answer is "No."

As Mr. Mervosh has also pointed out, the entire situation could have been avoided in the first place if the member with the "conflict" had simply remained in the room, unless there is something in the organization's bylaws or applicable law which required him to leave.

Edited by Josh Martin

Share this post


Link to post
Share on other sites

Hi, 

Thank you all for your input, yes if someone declares conflict with a matter they leave the meeting. These conflicts tend to arise when the Board are discussing Loan applications, so it best that they leave for the discussion.  Normally they would come back after the matter had been discussed to be present for the rest of the agenda. .  Due to COVID it was a teleconference meeting so the person just left the meeting... Yes, ideally the meeting should of been adjourned first before he left but that was not how it was done.

Currently the motion is written per normal with a name in the MOVED BY  spot and nothing by the SECONDED BY spot and in brackets I have (NOT CARRIED) when it would normally say (CARRIED).  If I understand the above correctly I do not need to put a note in the next minutes, I could remove the SECOND BY line (as second not really required) and put it as (CARRIED), adding  "All in Favour" to show those who were left were in favour of the adjournment?

Thank you.

Edited by GEDC

Share this post


Link to post
Share on other sites
44 minutes ago, GEDC said:

Currently the motion is written per normal with a name in the MOVED BY  spot and nothing by the SECONDED BY spot and in brackets I have (NOT CARRIED) when it would normally say (CARRIED).  If I understand the above correctly I do not need to put a note in the next minutes, I could remove the SECOND BY line (as second not really required) and put it as (CARRIED), adding  "All in Favour" to show those who were left were in favour of the adjournment?

I would note for starters that this is not the correct format for recording a motion in the minutes. In a situation where a motion is to be recorded in full in the minutes, the minutes would note "Mr. X moved that (text of motion). The motion was adopted." The seconder does not need to be recorded unless ordered by the assembly and the count is not recorded unless a counted vote is ordered.

In addition, the privileged motion to adjourn is not a motion which needs to be recorded in full in the minutes. All the minutes need to record regarding adjournment is "The meeting adjourned at X:XX PM." None of the details surrounding the motion to adjourn are required. So a good solution would seem to be to strike everything you have regarding adjournment and insert "The meeting adjourned at X:XX PM." This will avoid dealing with the weird manner in which the motion was handled, and is also the correct way to record adjournment anyway.

What you certainly cannot do is to "put it as (CARRIED), adding  "All in Favour" to show those who were left were in favour of the adjournment." The minutes are a record of what actually happened, not what should have happened. While it is correct that, if everyone left, the meeting is now adjourned, that does not mean that this can retroactively be interpreted as the chair stating the question on the motion to adjourn without a second and a vote being taken on the motion.

Edited by Josh Martin

Share this post


Link to post
Share on other sites

I’m not sure we can properly answer this question without a bit more information, for example: did the member who had the conflict cause the loss of a quorum when he or she left the meeting? If so, then the meeting was properly adjourned at that point for lack of a quorum and the motion which had been made and was pending at the time of adjournment should be taken up at the next meeting as unfinished business. There should certainly be no notation in the minutes that the motion either failed or was adopted, as neither actually happened as I understand the facts. The minutes would show that the motion was made and the meeting then adjourned due to the lack of a quorum (if that is actually what happened). 

Edited to add: I am concerned about your procedure of having a member who declares a conflict actually leave the meeting while a motion is being taken up. In a small board, this can easily cause the loss of a quorum. As has already been noted, nothing in RONR requires a member with a conflict to leave the meeting. RONR states  simply that such a member should abstain from voting on the motion, but cannot be required to abstain.  Do your rules actually  require that a member who has announced a conflict to leave the meeting?
 

Edited by Richard Brown
Added last paragraph

Share this post


Link to post
Share on other sites

Hi, 

Apologize for the confusion, I had just excerpted the part of motion for the thread instead of the whole thing.

It was an out of ordinary situation and the "The meeting adjourned at X:XX PM." line makes sense in this case. 

Thank you

Share this post


Link to post
Share on other sites
16 minutes ago, Richard Brown said:

I’m not sure we can properly answer this question without a bit more information, for example: did the member who had the conflict cause the loss of a quorum when he or she left the meeting? If so, then the meeting was properly adjourned at that point for lack of a quorum and the motion which had been made and was pending at the time of adjournment should be taken up at the next meeting as unfinished business. There should certainly be no notation in the minutes that the motion either failed or was adopted, as neither actually happened as I understand the facts. The minutes would show that the motion was made and the meeting then adjourned due to the lack of a quorum (if that is actually what happened). 

I think the question is how the minutes are supposed to record the motion to Adjourn, not the motion relating to the conflict. I get the impression that the member left (and the meeting lost quorum) before the motion relating to the conflict could even be made.

Just now, GEDC said:

It was an out of ordinary situation and the "The meeting adjourned at X:XX PM." line makes sense in this case. 

It makes sense in any case and it is the proper way to record adjournment even in an ordinary situation.

Share this post


Link to post
Share on other sites
1 hour ago, Richard Brown said:

Edited to add: I am concerned about your procedure of having a member who declares a conflict actually leave the meeting while a motion is being taken up. In a small board, this can easily cause the loss of a quorum. As has already been noted, nothing in RONR requires a member with a conflict to leave the meeting. RONR states  simply that such a member should abstain from voting on the motion, but cannot be required to abstain.  Do your rules actually  require that a member who has announced a conflict to leave the meeting?

At least in the corporate context, this is often prudent. But I agree that it causes difficulty with quorum.

Share this post


Link to post
Share on other sites
8 hours ago, GEDC said:

Hi, 

Apologize for the confusion, I had just excerpted the part of motion for the thread instead of the whole thing.

It was an out of ordinary situation and the "The meeting adjourned at X:XX PM." line makes sense in this case. 

Thank you

Actually, that form makes sense in virtually all cases.

Share this post


Link to post
Share on other sites
Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

Loading...

×
×
  • Create New...