Quorum and Electronic Meetings

[JustinPappano]

Suppose a Board (whose parliamentary authority is RONR) of 20 has a meeting via an electronic format that is approved by the bylaws and other special rules as needed. 

The quorum for said Board is a majority of the membership (11 is a majority of 20 members in this case) 

Let's also suppose that 11 of the members are attending electronically, and they cannot be seen visually by the other members in attendance. 

Suppose a member, knowing that another member in the meeting has left to go shopping and is not on their computer at that moment, raises a point of order (in accordance with 40:12) citing 3:3 and 40:1 that, "As indicated in 3:3, a quorum in an assembly is the number of members (see definition 1:4) who must be present in order that business can be validly transacted." (40:1). 

How does the Chairman rule? Does the Chairman have an obligation to verify if the member is there? Further, does the ruling of the Chairman change if they know that the person is shopping? Also, is any business transacted prior to the point of order null and void by 40:12 or is this not clear and convincing proof? 

I think the core of my line of question is what does it mean to be 'present' at a meeting held electronically if it is not defined in any rules regarding electronic meetings. 

Thanks in advance for your thought. 

[Al Dunbar]

A good question.

The presiding officer is obliged to determine whether or not a quorum is present. If it is determined to have been lost, the presiding officer so rules and the meeting is adjourned.

The loss of quorum is not retroactive to before the point at which it has been determined. From RONR edition 11 page 349 line 21: "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 ..." the presiding officer can rule otherwise, subject to appeal.

[Josh Martin]

2 hours ago, JustinPappano said:

How does the Chairman rule?

I would first note that an assembly meeting in this manner should adopt rules to address the manner in which the presence of a quorum is determined. Reference to those rules will most likely determine the manner in which the chair should rule.

So without knowing anything about what the society's rules say on this subject, I do not think I can definitively say how the chair should rule on this Point of Order.

Of course, there is also the possibility that the assembly (unwisely) has failed to adopt any rules on this matter.

In that case, I would generally be inclined as chair, in the circumstances described, to determine whether the member is, in fact, present (and while I'm at it, I might double-check on the presence of all the members) and then rule accordingly. I think a key factor in this determination is the fact that a quorum is apparently just barely present in the facts presented. In such circumstances, heightened scrutiny seems to be warranted on the part of the chair in this matter.

2 hours ago, JustinPappano said:

Does the Chairman have an obligation to verify if the member is there?

Again, I note that the organization should have adopted rules to address this matter, and those rules may help answer this question.

In the absence of such rules, I think I would say that, in the specific set of facts presented, the chair does have an obligation to verify if the member is present. It is the chair's duty to enforce the assembly's rules, and part of this duty is to determine whether a quorum is present. If it is alleged that a member is, in fact, not actually present, and the absence of this member would mean that a quorum is not present, then it seems to me the chair has an obligation to verify this fact.

2 hours ago, JustinPappano said:

Further, does the ruling of the Chairman change if they know that the person is shopping?

If the chairman already knows for a fact that a quorum is not present, then I think the chairman certainly has an obligation to rule a Point of Order that a quorum is not present to be well taken.

2 hours ago, JustinPappano said:

Also, is any business transacted prior to the point of order null and void by 40:12 or is this not clear and convincing proof? 

As I understood the facts in the circumstances described, the member was raising the Point of Order at the time the member left, so I don't see how 40:12 enters into it at all. There does not appear to be any allegation that a quorum was not present at an earlier time.

Even if we assume the facts were different, I am generally not inclined to think that one member's suggestion that a member has been absent since such and such time constitutes "clear and convincing proof." While the assembly can quite easily verify whether or not the member is currently present, the assembly has no way of verifying how long the member has been absent.

2 hours ago, JustinPappano said:

I think the core of my line of question is what does it mean to be 'present' at a meeting held electronically if it is not defined in any rules regarding electronic meetings. 

Well, I think the key to your question is that the organization should adopt rules on this matter, and those rules should define how it is determined whether members are present. Some example sets of rules for electronic meetings (which address this subject, among other things) are discussed in Appendix A of RONR.

Edited May 31, 2021 at 10:50 PM by Josh Martin