Quorum lost and voting

[Guest Karyn]

If a quorum was met at top of meeting but members left the meeting and we no longer have a quorum. Can the meeting continue with voting for those present and those not present vote electronically after the meeting? Electronic vote must be unanimous or action is tabled and will be represented for vote at the next meeting with a quorum present. 
If the above electronic voting is deemed not acceptable, is the only option available include adjourning the meeting with no further votes since quorum no longer present? 
Thank you. 

[Gary Novosielski]

On 11/14/2023 at 12:13 PM, Guest Karyn said:

If a quorum was met at top of meeting but members left the meeting and we no longer have a quorum. Can the meeting continue with voting for those present and those not present vote electronically after the meeting? Electronic vote must be unanimous or action is tabled and will be represented for vote at the next meeting with a quorum present. 
If the above electronic voting is deemed not acceptable, is the only option available include adjourning the meeting with no further votes since quorum no longer present? 
Thank you. 

Electronic voting of any kind is not permitted unless provided for in your bylaws.  If the rules in RONR apply, whenever a quorum is not present, regular business may not be conducted.  The only motions that are in order are those listed in RONR (12th ed.) 40:7 ff.

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.

 

[Guest Karyn]

Our Bylaws do allow for electronic voting. Are we able to continue the meeting with votes and the request electronic votes from those not present after the meeting? 
Thank you. 

[Gary Novosielski]

Having not read your bylaws, I would have no way of knowing.    RONR does strongly recommend against using any voting method that mixes in-person votes with absentee votes.  Hopefully your bylaws don't just say "electronic voting is allowed" because that would raise more questions than it answers.  There should be rules that would answer your question in your bylaws or special rules of order.

Edited to add:

One problem you might have is that once a quorum is lost, you can't make any motion to hold an electronic election, or a half-electronic election, or whatever that would be.  And if it has to be unanimous, then why even bother.  I suspect that provision is not there for that purpose.

Edited November 22, 2023 at 07:10 PM by Gary Novosielski

[Bruce Lages]

What, specifically, do your bylaws say about your quorum requirement?

[Josh Martin]

On 11/22/2023 at 1:00 PM, Guest Karyn said:

Our Bylaws do allow for electronic voting. Are we able to continue the meeting with votes and the request electronic votes from those not present after the meeting? 

This is far too little information to provide an informed opinion on this subject. We would need to know exactly what your bylaws say on this matter.

Generally speaking, however, I am highly doubtful that you could simply continue the meeting as if nothing was wrong and then "supplement" the votes taken at the meeting with the votes of only those persons not present at the meeting.

A potentially more plausible solution would be for all members to vote electronically after the meeting to "ratify" the actions taken at the meeting - or, in the alternative, to ratify those actions at a future meeting. I must note, however, that taking action in this manner is highly dangerous for those present at the meeting, as those persons are essentially taking action as individuals without authorization of the society, and should be avoided unless absolutely necessary.

Edited November 22, 2023 at 08:55 PM by Josh Martin

[Rob Elsman]

No. RONR (12th ed.) is quite clear that the votes of those who are present in the one room or area where the meeting is being held should never be counted together with the votes of absentees. RONR (12th ed.) 45:56.

[Guest Karyn]

Bylaws state:  

“A quorum will exist when fifty percent of the members are present.”
 

“Recommendations and actions of the medical staff, departments, sections and committees, shall be by consensus. In the event that it is necessary to vote on an issue, that issue will be determined by a majority vote, except for amendments to the medical staff bylaws as described in Section 9. The appropriate presiding officer for the meetings of the medical staff, a department, a section, or a committee may determine to present the voting members of these groups with a question by mail, facsimile, e-mail, hand delivery, or telephone, and their votes returned to the presiding officer by the method designated in the notice.

Thank you. 

[Josh Martin]

On 11/28/2023 at 9:30 AM, Guest Karyn said:

Bylaws state:  

“A quorum will exist when fifty percent of the members are present.”

“Recommendations and actions of the medical staff, departments, sections and committees, shall be by consensus. In the event that it is necessary to vote on an issue, that issue will be determined by a majority vote, except for amendments to the medical staff bylaws as described in Section 9. The appropriate presiding officer for the meetings of the medical staff, a department, a section, or a committee may determine to present the voting members of these groups with a question by mail, facsimile, e-mail, hand delivery, or telephone, and their votes returned to the presiding officer by the method designated in the notice.

Thank you.

It continues to be my view that it is not permissible to take votes at the inquorate meeting and later supplement those votes with votes taken by absentee means.

Rather, what should be done is for the inquorate meeting to conduct no business, except for procedural actions permitted in the absence of a quorum (such as setting the date for an adjourned meeting). To the extent it is necessary to act on certain items prior to a future meeting, a separate vote in which all members may vote "by mail, facsimile, e-mail, hand delivery, or telephone, and their votes returned to the presiding officer by the method designated in the notice" could be taken.

[Atul Kapur]

On 11/28/2023 at 10:30 AM, Guest Karyn said:

The appropriate presiding officer for the meetings of the medical staff, a department, a section, or a committee may determine to present the voting members of these groups with a question by mail, facsimile, e-mail, hand delivery, or telephone, and their votes returned to the presiding officer by the method designated in the notice.

Agreeing with @Josh Martin's response immediately above, I will also note that there is nothing in the quoted portion of the bylaws that permits a vote to be conducted by a combination of these methods, particularly any combination that includes one or more of these methods with in-person voting. These are alternatives to in-person voting at a meeting where quorum is present.

[Guest Michael Eager]

One question is how and when did you notice that there was no longer a quorum present?  Did someone raise a point of order to ask if a quorum was present?

As I understand it, once a quorum has been established that state exists until the Chair recognizes that a quorum is no longer present.  Until that time, motions can be proposed and adopted.  If someone notes that a quorum is missing, only very limited actions can be taken, but prior actions are valid.

I was at a meeting which required a large number of people to be present to represent a quorum.  A member proposed a motion which was unpopular with the officers (Chair and Secretary), but which carried.  After the motion passed, the Secretary claimed that no quorum was present. A count was done and, indeed, the number of members present was just short of the number required for a quorum.  The Secretary then tried to retroactively invalidate the vote, but was essentially shouted down by the membership. 

[Joshua Katz]

On 12/13/2023 at 9:45 PM, Guest Michael Eager said:

If someone notes that a quorum is missing, only very limited actions can be taken, but prior actions are valid.

If it can be shown by clear and convincing evidence that there was no quorum present when an action was taken, it is not valid. I would think the fact that no one has left the room and there is now no quorum would satisfy that evidentiary burden.

On 12/13/2023 at 9:45 PM, Guest Michael Eager said:

The Secretary then tried to retroactively invalidate the vote, but was essentially shouted down by the membership. 

That is no way to conduct business.

[Gary Novosielski]

On 12/13/2023 at 9:45 PM, Guest Michael Eager said:

A count was done and, indeed, the number of members present was just short of the number required for a quorum.  The Secretary then tried to retroactively invalidate the vote, but was essentially shouted down by the membership. 

Where was the Chair when all this was going on?

[Josh Martin]

On 12/13/2023 at 8:45 PM, Guest Michael Eager said:

One question is how and when did you notice that there was no longer a quorum present?  Did someone raise a point of order to ask if a quorum was present?

As I understand it, once a quorum has been established that state exists until the Chair recognizes that a quorum is no longer present.  Until that time, motions can be proposed and adopted.  If someone notes that a quorum is missing, only very limited actions can be taken, but prior actions are valid.

This is generally correct, however, a Point of Order concerning the lack of a quorum may be raised after the fact if there is "clear and convincing proof" that a quorum was not present.

"Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24)." RONR (12th ed.) 40:12

I also wish to make clear - because there is sometimes confusion on this point - that the rules on this subject are not license for the chair or the assembly to "look the other way" regarding the absence of a quorum and continue conducting business because they all agree to pretend that a quorum is present. If a quorum is absent, the chair (or any other member, if the chair fails to notice this) should immediately call attention to this fact (or almost immediately - this should not interrupt a speaker).

However, I'm not sure any of this matters, because nothing about the OP's questions suggests to me that it was about prior action, but rather was about what the assembly could do going forward, now that the absence of a quorum had been recognized.

On 12/13/2023 at 8:45 PM, Guest Michael Eager said:

I was at a meeting which required a large number of people to be present to represent a quorum.  A member proposed a motion which was unpopular with the officers (Chair and Secretary), but which carried.  After the motion passed, the Secretary claimed that no quorum was present. A count was done and, indeed, the number of members present was just short of the number required for a quorum.  The Secretary then tried to retroactively invalidate the vote, but was essentially shouted down by the membership. 

The chair should have called to order the members who "shouted down" the Secretary. The Secretary, if a member, has a right to raise a Point of Order concerning this matter and is free to present his proof that a quorum was not present, and members have no right to interrupt this. Considering the vote had just occurred, this would seem to be relatively easy in the circumstances. Had this point not been raised until some time later, it may be more difficult.

The chair will rule on the point, subject to appeal, and the members can then weigh in on this matter. In making these determinations, both the chair and the members should base their interpretations on their honest opinions of the rules and the facts, and not based on their personal opinions on the motion. And they certainly should not be "shouting down" other members they disagree with.

Edited December 14, 2023 at 03:54 PM by Josh Martin