Quorum in Executive Session

[Tomm]

 

Understanding that a meeting with a quorum must first be established prior to going into Executive Session;

Suppose a small board or committee goes into executive session and because of the subject matter several members recuse themselves and leave the session and there is no longer a quorum.

Could the ES still go forward?

Would the quorum now be considered to be more than half of those members that remain? 

Is this even possible? 

[Gary Novosielski]

Once a quorum is lost the meeting may no longer conduct business.  Recusal is not the problem--leaving the room is the problem.

RONR does not provide for mandatory recusal.  It does say this:

Quote

No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization

If several members recuse themselves, is it possible that their personal or pecuniary interest is common to the other members?  If so, the should-not would not apply.

Note also, that RONR proscribes only voting--not remaining in the room or, for that matter, even debating the issue.

So it occurs to me that your bylaws may contain rules that go far beyond those in RONR.  But to answer your question, no the quorum requirement is not relaxed by the situation your describe.

[Richard Brown]

On 3/23/2023 at 9:29 AM, Tomm said:

 

Understanding that a meeting with a quorum must first be established prior to going into Executive Session;

Suppose a small board or committee goes into executive session and because of the subject matter several members recuse themselves and leave the session and there is no longer a quorum.

Could the ES still go forward?

Would the quorum now be considered to be more than half of those members that remain? 

Is this even possible? 

In public bodies, such as city councils, zoning boards, school boards, etc. which are subject to state open meetings laws and ethics laws, it is POSSIBLE that if the state law mandates that members recuse themselves from certain proceedings in which they might have a conflict as defined by state law, that this MIGHT have the effect of lowering the quorum requirement.  It depends on the state law and the circumstances.  I believe that issue has been discussed in prior threads in this forum.

However, that would almost certainly not be applicable in the case of a private entity.   Some people, though, might try to make an analogy that simply does not exist.

[Josh Martin]

On 3/23/2023 at 9:29 AM, Tomm said:

Suppose a small board or committee goes into executive session and because of the subject matter several members recuse themselves and leave the session and there is no longer a quorum.

Could the ES still go forward?

The same rules would be applicable as in any other case when the meeting does not have a quorum. The fact that the meeting is held in executive session or the reasons why the assembly lacks a quorum do not alter the rules relating to quorum. The meeting can "go forward" in the sense that the meeting is not forced to immediately adjourn. However, the assembly is very limited in the actions it may take.

"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 3/23/2023 at 9:29 AM, Tomm said:

Would the quorum now be considered to be more than half of those members that remain? 

No. The quorum remains unchanged, at least so far as RONR is concerned.

I also would note that, at least so far as RONR is concerned, no one is forced to leave the room. So the solution to this problem may be to have some of those members stick around.

To the extent that members are forced to leave the room due to some provision in applicable law, the law in question may also provide a solution to this problem.

On 3/23/2023 at 11:07 AM, Richard Brown said:

However, that would almost certainly not be applicable in the case of a private entity.

I'm not certain about that. Ultimately, these are legal matters that are beyond the scope of this forum, but I believe some private incorporated organizations are subject to applicable laws governing recusal.

Edited March 24, 2023 at 06:57 PM by Josh Martin