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Meeting notes for a meeting that did not have a quorum


Jeff Hobson

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Dear wise RONR folks,

First off, thanks for your forum. I've reading useful answers on it for a bit, and now I have a question that I don't see directly addressed by previous queries.

We're a fiscally sponsored project of a nonprofit organization. Last Friday (March 10), our Advisory Board had a scheduled meeting, at which only 2 of the 4 voting members were present. We didn't have a quorum, so the Advisory Board took no action (the only action items had been on a short consent calendar, so it was no big deal).

During the time reserved for the meeting, but after determining that there was no quorum, the members present asked staff to go ahead and make the informational presentations we had been planning to make. We did so, received feedback, and some useful discussion ensued. These were not actions, but they are information that staff and Advisory Board members (both those present and those who were absent) would find useful to inform future actions. 

After the meeting, using previously-established procedures, the Chair directed staff to send the consent calendar to the full Advisory Board by email and request their votes by email. By Monday (Mar 13), the members had all voted unanimously in favor, so the actions have been adopted.

I have two questions for you: 

1. We'd like to provide all Advisory Board members (both present + absent) with notes of the comments made by the Advisory Board members about the staff's presentation, plus staff's response? Is it OK for us to put those into the "notes" of the March 10 meeting, distributed as we would normally distribute notes for a meeting that did have quorum, as long as the notes document clearly indicates that no quorum was present and that no action was taken? 

2. Is it OK for the notes of the March 10 meeting to indicate that the consent agenda was later distributed for vote by email and received approval? If not, what's an efficient way of communicating the same info? 

thank you,

Jeff

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I would first note that there should be formal minutes taken of a meeting, even a meeting which did not have a quorum. These minutes would, however, be quite brief, and might look something like this.

"The regular monthly meeting of the XXX Advisory Board was held on Friday, March 10, 2023, at X:XX P.M., the President being in the chair and the Secretary being present. A quorum was not present.

The meeting adjourned at XX:XX P.M."

Strictly speaking, RONR does not require the minutes to specifically note the fact that a quorum was not present, but I personally believe it is advisable.

On 3/15/2023 at 8:40 PM, Jeff Hobson said:

1. We'd like to provide all Advisory Board members (both present + absent) with notes of the comments made by the Advisory Board members about the staff's presentation, plus staff's response? Is it OK for us to put those into the "notes" of the March 10 meeting, distributed as we would normally distribute notes for a meeting that did have quorum, as long as the notes document clearly indicates that no quorum was present and that no action was taken? 

It is perfectly acceptable to distribute informal notes in addition to the formal minutes if desired. This violates no rule in RONR. As you suggest, it would be desirable for such notes to "clearly indicate that no quorum was present and that no action was taken."

Some groups will put information of this nature in the minutes themselves. This is not consistent with RONR and I do not personally advise this, as it can make the minutes quite lengthy, making it difficult to find the necessary information, and also leads to disagreements about whether the discussion was captured correctly.

On 3/15/2023 at 8:40 PM, Jeff Hobson said:

2. Is it OK for the notes of the March 10 meeting to indicate that the consent agenda was later distributed for vote by email and received approval? If not, what's an efficient way of communicating the same info? 

RONR does not permit votes to be taken by email and, as a result, has no rules governing how such votes are to be documented. Assuming the organization's bylaws or applicable law permit the board to vote on such matters via email in the first place, the board should adopt its own rules on such matters.

In my personal experience, what is generally done is for such matters to be recorded as an addendum to the minutes of either the previous regular meeting or of the next regular meeting, depending upon the organization's preferences. Certainly such notes should clarify that the action in question was voted on by email, outside of the meeting itself.

Edited by Josh Martin
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Thank you, Josh. That is very helpful and clear feedback.

I realize this sparks another question: when the acting chair recognized that there was no quorum, were they supposed to immediately adjourn the meeting, or was it OK to have the informational presentation as part of the meeting, and adjourn the meeting *after* the information presentation and discussion? That is, does a lack of quorum mean the meeting can't occur, or does it just mean no action can be taken? (and if I should post it as a separate topic, LMK and I'll do so)

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On 3/16/2023 at 3:28 PM, Jeff Hobson said:

Thank you, Josh. That is very helpful and clear feedback.

I realize this sparks another question: when the acting chair recognized that there was no quorum, were they supposed to immediately adjourn the meeting, or was it OK to have the informational presentation as part of the meeting, and adjourn the meeting *after* the information presentation and discussion? That is, does a lack of quorum mean the meeting can't occur, or does it just mean no action can be taken? (and if I should post it as a separate topic, LMK and I'll do so)

Lack of a quorum does not mean the meeting did not occur.  It occurred but was, as the term of art refers to it, inquorate. Without a quorum no business may be transacted except the motions listed in RONR (12th ed.) 40:7.

Quote

40:7
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.

Receiving reports from committees, for example, would not be permitted, even if these reports contained no actionable recommendations.  I would be hard pressed to say that any harm was done by giving information to those present at the meeting, but officially, formally, as a matter of record, the presentation did not count.   It was essentially equivalent to adjourning the meeting, and then having casual conversations afterward.

If it was information that was, by rule, required to be announced at a meeting, it will have to be repeated at a future, quorate, meeting.

Edited by Gary Novosielski
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On 3/16/2023 at 2:28 PM, Jeff Hobson said:

I realize this sparks another question: when the acting chair recognized that there was no quorum, were they supposed to immediately adjourn the meeting, or was it OK to have the informational presentation as part of the meeting, and adjourn the meeting *after* the information presentation and discussion? That is, does a lack of quorum mean the meeting can't occur, or does it just mean no action can be taken?

There is some disagreement on this subject on this forum. Certainly, any reports or presentations cannot be formally given, and would need to be given at a future meeting with a quorum present in order to be officially received and filed by the assembly.

My own view is that nothing prevents an "informal" presentation under such circumstances. Some members of this forum suggest that for the sake of clarity, it is preferable to adjourn the meeting first before holding such a presentation.

In any event, it is not the case that the chair should "immediately adjourn the meeting." As Mr. Novosielski notes, there are a handful of limited actions which may be taken in the absence of a quorum, such as setting a time for an "adjourned meeting," which is a continuation of the current meeting.

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