Minutes of meetings without quorums

[Tomm]

If a scheduled meeting fails to achieve a quorum, is it required that a set of Minutes still be produced even it if it only states that the meeting was called to order but a quorum was not present?

Here's the situation. We had an annual membership meeting in 2021 because we had a quorum. 

We didn't have our annual membership meeting in 2022 because of a lack of quorum.

If we can achieve a quorum in 2023 I suppose the first item on the agenda would be to approve the minutes of the 2021 meeting. 

Assuming some sort of Minutes should be recorded for even the failure to hold the 2022 meeting, are they required to be approved also? 

[Bruce Lages]

Yes, minutes should be prepared and approved for an inquorate meeting. A primary reason for this is that scheduled meetings usually occur either by an act of the assembly or by a requirement in the bylaws, and there should be a record that such  meeting were in fact held as scheduled. That is particularly true in your case since an annual membership meeting is very often mandated, with the date specified, in the bylaws. There absolutely should be a record that the annual meeting was held in accordance with the bylaws even if no business could be transacted. You are correct that those minutes will necessarily be very brief.

The other issue raised by your post, however, is the failure to approve the annual meeting minutes for a year (or more). That is too long to wait. RONR recommends that in such cases the board, or a committee created specifically for this purpose, be appointed to approve the minutes of that meeting (9:22, 48:12), preferably within a short period of time. The membership will still have the ability to subsequently amend those approved minutes, at the next scheduled membership meeting or  even later if necessary, by means of the motion to amend something previously adopted.

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[Josh Martin]

On 4/28/2023 at 1:56 PM, Tomm said:

If a scheduled meeting fails to achieve a quorum, is it required that a set of Minutes still be produced even it if it only states that the meeting was called to order but a quorum was not present?

Yes, they'll just be very short minutes. They would look something like this.

"The regular monthly meeting of the L.M. Society was held on Thursday, April 27, 2023, at 8:30 P.M., at the Society's building, the President being in the chair and the Secretary being present. A quorum was not present.

The meeting adjourned at 8:35 PM."

On 4/28/2023 at 1:56 PM, Tomm said:

We didn't have our annual membership meeting in 2022 because of a lack of quorum.

Technically you did have a meeting, just a very short one.

"But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." RONR (12th ed.) 40:6

On 4/28/2023 at 1:56 PM, Tomm said:

If we can achieve a quorum in 2023 I suppose the first item on the agenda would be to approve the minutes of the 2021 meeting. 

Assuming some sort of Minutes should be recorded for even the failure to hold the 2022 meeting, are they required to be approved also? 

In the future, the membership should authorize the board or a committee to approve the minutes, so that the minutes can be approved in a timely manner rather than members trying to remember what happened a year ago (let alone two years ago).

For an assembly which only meets annually, the agenda is ultimately up to the assembly itself to determine, but generally the approval of the minutes is the first item on the agenda, and it is the first item in the standard order of business. When there are multiple sets of minutes to approve, as is the case here, they are approved in chronological order.

[Atul Kapur]

On 4/30/2023 at 7:57 PM, Josh Martin said:

In the future, the membership should authorize the board or a committee to approve the minutes, so that the minutes can be approved in a timely manner rather than members trying to remember what happened a year ago

Tying this back to the OP, I don't believe that an inquorate meeting is capable of authorizing such a thing. The 2021 meeting could have, and hopefully the 2023 meeting will be able to, as well.

[Josh Martin]

On 4/30/2023 at 7:43 PM, Atul Kapur said:

Tying this back to the OP, I don't believe that an inquorate meeting is capable of authorizing such a thing. The 2021 meeting could have, and hopefully the 2023 meeting will be able to, as well.

Yes, I agree completely. Such an option is limited to meetings with a quorum present.