Establishing a quorum

[Guest rushluna50@gmail.com]

At a recent meeting of a homeowners association a quorum was not present at the time the meeting started. A majority being established, per the by-laws, "as a majority of the outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum at any meeting of shareholders."

When it was determined that there was not a quorum present, a resident in attendance left the meeting and went to the home of a resident not in attendance and obtained a proxy from that person which was then brought back to the meeting. At this point the Board determined that a quorum was present.

My question is, if a quorum is not present at the time the meeting starts, can a quorum be established if a late attendee arrives or if a proxy is obtained after the start of the meeting?

Thank you,

     Dennis

[Atul Kapur]

[doing his best HHH impersonation] Yes

[Weldon Merritt]

Agreeing with Dr. Kapur, I will just add that taking steps to obtain a quorum is one of the four legitimate actions that can be taken in the absence of a quorum (the other three being to Recess, Adjourn, or Fix the Time to Which to Adjourn). RONR (12th ed.) 40:7-8.

[Tom Coronite]

Maybe my brain isn’t firing on all cylinders this early in the morning. But that 1st paragraph in the OP certainly reads to me that a quorum is a majority of those present, be it in person or by proxy. If so, how could a quorum ever not be present?

[Richard Brown]

45 minutes ago, Tom Coronite said:

But that 1st paragraph in the OP certainly reads to me that a quorum is a majority of those present, be it in person or by proxy. If so, how could a quorum ever not be present?

I think you are misreading the post. I interpret it to be saying that the bylaws provide that a quorum Is a majority of the membership either present in person or by proxy.  It is common wording where proxies are permitted and a member who is represented by a proxy is considered present by proxy. 

[Atul Kapur]

2 hours ago, Tom Coronite said:

Maybe my brain isn’t firing on all cylinders this early in the morning. But that 1st paragraph in the OP certainly reads to me that a quorum is a majority of those present, be it in person or by proxy. If so, how could a quorum ever not be present?

I agree with Mr. Brown's interpretation, but Mr. Coronite is correct that there is potential for confusion, which could be solved by inserting a comma after "corporation":

a majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders.

[Dan Honemann]

I agree that it can be read either way because of the absence of the comma, but since one of these two constructions will render the provision absurd it's best to choose the other.

 

[Richard Brown]

I agree with Dr. Kapur that the additional comma after the word “Corporation“ would add clarity and remove any ambiguity. I also agree with Mr. Honemann that only one of the two possible interpretations makes any sense.

Edited August 23, 2021 at 12:59 PM by Richard Brown
Slight change in wording

[Tom Coronite]

Thanks, gentlemen. That makes sense. I’m familiar with some (mostly ecclesial) organizations that have quorum definitions as a majority of those who show up, so I guess my mind went there first.

 

[Tom Coronite]

And I hasten to add, I agree such a quorum is absurd, yet that is what they do.

[Atul Kapur]

Well, that sounds like a corruption of 40:2(2)

Quote

In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend.

Or, more charitably, a weird amalgam of 40:2(2) and 40:2(3)

Quote

In a body of delegates, such as a convention, the quorum is a majority of the number who have been registered as attending, irrespective of whether some may have departed. This may differ greatly from the number elected or appointed.

 

[Tom Coronite]

I agree with you Mr. Kapur. And I’m sure a general misunderstanding of what a quorum is finds its way in there, too.