Misunderstanding of quorum

[CDClark]

At a March meeting a motion was made to table a vote on some rule changes in an HOA. There were 6 of 8 board members present. The president had a misunderstanding of the bylaws in that he thought a majority meant of the full board, not those present. The vote was 4 yea, 2 nay and 2 absent. He declared the motion failed. The votes on the rule changes then continued. 1 of them also failed by the same margins with the same misunderstanding. The rest passed unanimously. How do we correct this issue at this point to correct the record?

[Bruce Lages]

Although the vote was sufficient to adopt the motions, if the chair declared the motions defeated and no one raised a point of order at the time that a majority of the votes cast were actually to adopt, then the chair's pronouncement of the results stands. The record (the minutes) should report the results as stated by the chair. The rule change motion that was erroneously declared defeated can be made again at the next meeting.

And note that the motion to 'table' should have been stated as the motion to postpone to a certain time (RONR, 12th ed., Section 14) rather than the motion to lay on the table (RONR Section 17). Referring to the former motion as 'tabling' is a very common misconception, but the two motions are very different from each other.

 

[Josh Martin]

On 4/17/2023 at 8:44 PM, CDClark said:

At a March meeting a motion was made to table a vote on some rule changes in an HOA.

There appears to be a misunderstanding of the term "tabled." This refers to temporarily setting aside a motion in order to take up some other business. It is frequently confused with the motion to Postpone to a Certain Time, which is used to delay a motion until a later meeting or later in the same meeting, or Postpone Indefinitely, which is used to defeat a motion without a direct vote. See FAQ #12 and #13.

There also seems to be misunderstanding of the word "quorum," which appears in the topic's title. That word relates to the minimum number of members that must be present to conduct business. The question appears to relate to voting requirements, which is a separate issue.

On 4/17/2023 at 8:44 PM, CDClark said:

There were 6 of 8 board members present. The president had a misunderstanding of the bylaws in that he thought a majority meant of the full board, not those present. The vote was 4 yea, 2 nay and 2 absent. He declared the motion failed. The votes on the rule changes then continued. 1 of them also failed by the same margins with the same misunderstanding. The rest passed unanimously. How do we correct this issue at this point to correct the record?

Could you please provide exactly what the bylaws say on this matter?

So far is concerned, neither interpretation is correct. The requirement is a majority of the members present and voting. (Although no members abstained, so in this instance that happens to be the same thing as a majority of the members present.)

In any event, although the President's declaration is in error, it is too late to raise a Point of Order about it now or to correct the record. The rule changes which were defeated can be introduced again.

[Guest To your questions, Josh.]

In reviewing the minutes of the meeting, the motion was not to table the vote.  It was to delay the vote until the April meeting.  That motion was declared to have failed 4 yea and 2 nay.

Section 3 of our bylaws says "The presence of five (5) Directors shall constitute a quorum at the meetings of the board.

Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot.  A vote of abstention for each Director present shall be recorded in the minutes.  All questions shall be decided by the majority voting thereon.

The Chair (President) in my question was of the mistaken understanding that it needed a majority of the board of 8 total, not those present at the meeting.  Therefore he declared the question failed at 4 yea, 2 nay.  He thought the question needed 5 yeas to pass.

[Atul Kapur]

On 4/18/2023 at 6:25 PM, Guest To your questions, Josh. said:

The Chair (President) in my question was of the mistaken understanding that it needed a majority of the board of 8 total, not those present at the meeting.

Both of those are incorrect. It requires a majority of those voting, not of "those present at the meeting." The difference is that if the vote was 2 Y, 1 N, and 3 Abstentions, it would still adopt the motion, even those 2 is not a majority of the 6 present.

Similarly, even if all 8 were present, a vote of 4 Y and 2 N would adopt the motion.

[Gary Novosielski]

On 4/18/2023 at 6:25 PM, Guest To your questions, Josh. said:

In reviewing the minutes of the meeting, the motion was not to table the vote.  It was to delay the vote until the April meeting.  That motion was declared to have failed 4 yea and 2 nay.

Section 3 of our bylaws says "The presence of five (5) Directors shall constitute a quorum at the meetings of the board.

Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot.  A vote of abstention for each Director present shall be recorded in the minutes.  All questions shall be decided by the majority voting thereon.

The Chair (President) in my question was of the mistaken understanding that it needed a majority of the board of 8 total, not those present at the meeting.  Therefore he declared the question failed at 4 yea, 2 nay.  He thought the question needed 5 yeas to pass.

Well, he was wrong, but it's too late to do anything about it now.

You'll need to make the motion again at a future meeting, and if the chair flubs the vote, be ready to raise a Point of Order at once.  A majority vote has nothing to do with the quorum number or the total number of members.  It just means more Yes votes than No votes.  Abstentions do not count, but since your bylaws require that they be recorded, you have to do so.

[CDClark]

Thank you all for the clarifications. We will have a motion made at a future meeting to re-vote on the rule change. 

[Joshua Katz]

On 4/19/2023 at 5:32 AM, CDClark said:

We will have a motion made at a future meeting to re-vote on the rule change. 

You should simply make the motion again, and then count the votes correctly. There is no need for a "motion .... to re-vote on the rule change."

[Gary Novosielski]

On 4/19/2023 at 6:32 AM, CDClark said:

Thank you all for the clarifications. We will have a motion made at a future meeting to re-vote on the rule change. 

Such a motion would not be in order, as the time for reconsidering the vote has passed.

What you are doing is simply renewing (re-making) the original (or similar) motion and handling it normally as a completely new item of business.