Fix the time to which to adjourn

[Tomm]

The annual membership meeting is approaching and I suspect that we will not achieve a quorum.

I'm considering making the motion to fix the time to which to adjourn in order to attempt to achieve a quorum in the following weeks via phone and proxies and I suspect I will get a second.

Whether or not it's before or after a vote, if the chair calls the motion out of order or simply states I will not allow that, I assume I can still appeal the decision, get a second, and force a debate and vote?

I'm just unsure how deep you can go into the proper parliamentary process when you don't have a quorum.

I assume any vote taken would simply require a majority of those members present.

[Josh Martin]

On 10/29/2022 at 1:46 AM, Tomm said:

I'm considering making the motion to fix the time to which to adjourn in order to attempt to achieve a quorum in the following weeks via phone and proxies and I suspect I will get a second.

Achieving a quorum via phone and proxies will only be in order, of course, if your bylaws (or applicable law) permit members to be present in this manner. I recall that your bylaws permit proxies. I do not recall if they permit members to be present via phone.

On 10/29/2022 at 1:46 AM, Tomm said:

Whether or not it's before or after a vote, if the chair calls the motion out of order or simply states I will not allow that, I assume I can still appeal the decision, get a second, and force a debate and vote?

Yes, this is correct.

I suppose there is perhaps some gray area over whether a chair stating "I will not allow that" should be interpreted as ruling the motion out of order or as the chair ignoring the motion, and therefore some question as to whether the appropriate next step is an Appeal or a Point of Order, but in any event, either is in order.

You may wish to review RONR (12th ed.) 62:2-15 regarding Remedies for Abuse of Authority by the Chair in a Meeting.

On 10/29/2022 at 1:46 AM, Tomm said:

I'm just unsure how deep you can go into the proper parliamentary process when you don't have a quorum.

You can go as "deep" into the process as needed, so long as the parliamentary process relates to motions which are in order in the absence of the quorum or to the conduct of the meeting itself.

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." RONR (12th ed.) 40:7

On 10/29/2022 at 1:46 AM, Tomm said:

I assume any vote taken would simply require a majority of those members present.

Any vote taken would require the same vote as it would require normally. The vote required for the adoption of most motions is a majority of the members present and voting.

"As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1

The motion to Fix the Time to Which to Adjourn requires a majority vote for adoption. An Appeal is somewhat unusual, in that the question is stated as whether the decision of the chair shall be sustained, and a majority vote in the negative is required to overturn the chair's ruling.

Edited October 29, 2022 at 11:34 AM by Josh Martin

[Richard Brown]

@Tommline up your seconds and also members to speak in debate (if necessary) in advance of the meeting. You don’t leave those things to chance.

[Richard Brown]

@TommJust out of curiosity, what do you expect the chair to do if there is not a quorum present?

You should have your citation from RONR handy that the motion to fix the time to which to adjourn is in order if a quorum is not present.

[Tomm]

Since the chair is the president of the board of directors and not really a friend of the Membership, we are anticipating an immediate adjournment.

I guess we need to sneak in the motion to fix the time to which to adjourn as soon as she mentions the lack of a quorum and before she travels the meeting adjourned.

[Richard Brown]

On 10/29/2022 at 9:53 AM, Tomm said:

we are anticipating an immediate adjournment.

Realistically, what are the chances of obtaining a quorum if you take measures to obtain a quorum, such as making phone calls, trying to get proxies, etc.? Is there a realistic chance of actually obtaining a forum by doing that? if so, you might move for a recess in order to first try to obtain a quorum.

Whatever, have your ducks lined up in advance and have people ready to second any motions you make and perhaps have others ready to raise immediate points of order. Know in advance exactly when and where you want the adjourned meeting to take place. Talk to other members in advance and know what date and time and place would be acceptable.