Member Quorum during Board Meeting?

[acc]

Hi all,

As I understand it, at the beginning of every meeting, no matter if it is a meeting of the Members or of the Board, quorum should be recognized and placed into the minutes. It was recently pointed out to me (not on this forum) that regardless of whether they are given recognition or not, a quorum of Directors and a quorum of Members is established regardless if the required number of individuals turn up at the meeting. In other words, it really doesn't matter if the Board gives them recognition or not. I would still opt to do it but in that  same conversation it was also recommended to me that in general, if recognition is to be given, both a Director Quorum and a Member Quorum should be recognized (separately).

My question is, if Members are not allowed to conduct business during a Meeting of the Board, does recognizing a Member Quorum at the beginning of the meeting need to be performed, regardless? And therefore, should both Member Quorum and Director Quorum only be recognized during a Meeting of the Members?

Edited March 11, 2024 at 07:27 PM by acc

[Josh Martin]

On 3/11/2024 at 2:26 PM, acc said:

As I understand it, at the beginning of every meeting, no matter if it is a meeting of the Members or of the Board, quorum should be recognized and placed into the minutes.

This is incorrect. RONR does not specifically require that the presence of a quorum be noted in the minutes. It is required that the chair determine whether or not a quorum is present before calling the meeting to order, however, the chair need not announce the fact that a quorum is present. (To be clear, the meeting is still called to order either way. But the procedures which follow will vary significantly depending on whether a quorum is present. It's probably more important to announce when a quorum is not present.)

"Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that a quorum is present. If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above." RONR (12th ed.) 40:11

Certainly, if desired, the presence of a quorum can be formally announced and recorded in the minutes.

On 3/11/2024 at 2:26 PM, acc said:

It was recently pointed out to me (not on this forum) that regardless of whether they are given recognition or not, a quorum of Directors and a quorum of Members is established regardless if the required number of individuals turn up at the meeting.

I understand the term "given recognition" in this context to refer to whether the chair announces the presence of a quorum.

If so, yes, this is correct.

On 3/11/2024 at 2:26 PM, acc said:

In other words, it really doesn't matter if the Board gives them recognition or not. I would still opt to do it but in that  same conversation it was also recommended to me that in general, if recognition is to be given, both a Director Quorum and a Member Quorum should be recognized (separately).

During a board meeting, the only quorum that is material is the quorum for the board.

On 3/11/2024 at 2:26 PM, acc said:

My question is, if Members are not allowed to conduct business during a Meeting of the Board, does recognizing a Member Quorum at the beginning of the meeting need to be performed, regardless?

No.

On 3/11/2024 at 2:26 PM, acc said:

And therefore, should both Member Quorum and Director Quorum only be recognized during a Meeting of the Members?

It might help if you could quote exactly what your bylaws say concerning the quorum.

But speaking generally, there is no need to determine two quorums for one meeting, whether it's a board meeting or a membership meeting. For any meeting, it is only the quorum for the assembly that is currently meeting that matters.

Edited March 11, 2024 at 07:57 PM by Josh Martin

[acc]

Hi Josh, thank you for the clarifications. The only things that I can find in this organization's bylaws about quorum are the required number of participants and the things quorums can do, usually revolving around voting. It says absolutely nothing about announcing them. It just seems like a good idea for this small (18 unit) HOA, so I have been working toward getting us in the habit.

[Josh Martin]

On 3/12/2024 at 3:39 PM, acc said:

The only things that I can find in this organization's bylaws about quorum are the required number of participants and the things quorums can do, usually revolving around voting. It says absolutely nothing about announcing them. It just seems like a good idea for this small (18 unit) HOA, so I have been working toward getting us in the habit.

Well, your organization is free to announce the presence of a quorum if it wishes, and even to record as much in the minutes if it wishes.

But once again, generally the only quorum which matters is the quorum for the assembly which is currently meeting. Whether there is a quorum for a board meeting at a membership meeting, or vice versa, is irrelevant.

I would still appreciate an exact quote concerning "the required number of participants" for the quorum.

[acc]

On 3/12/2024 at 3:31 PM, Josh Martin said:

Well, your organization is free to announce the presence of a quorum if it wishes, and even to record as much in the minutes if it wishes.

But once again, generally the only quorum which matters is the quorum for the assembly which is currently meeting. Whether there is a quorum for a board meeting at a membership meeting, or vice versa, is irrelevant.

Understood.

On 3/12/2024 at 3:31 PM, Josh Martin said:

I would still appreciate an exact quote concerning "the required number of participants" for the quorum.

Here are the 2 mentions:

Quorum. At any meeting of the Association, members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting, present in person or by proxy, shall constitute a quorum, except when a larger quorum is required by the Declaration.

Quorum and Vote. (a) A majority of the directors shall constitute a quorum for the transaction of business.

 

Edited March 12, 2024 at 10:38 PM by acc

[Josh Martin]

On 3/12/2024 at 5:37 PM, acc said:

Quorum. At any meeting of the Association, members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting, present in person or by proxy, shal constitute a quorum, except when a larger quorum is required by the Declaration.

Quorum and Vote. (a) A majority of the directors shall constitute a quorum for the transaction of business.

Thank you. The reason I asked is because sometimes organizations have strange rules concerning quorum. But yours seem fairly standard, so I believe my response is still applicable. At a board meeting, all that need be determined is whether a majority of the directors are present. And at a meeting of the association, all that need be determined is whether "members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting" are present, in person or by proxy.

[acc]

On 3/12/2024 at 3:39 PM, Josh Martin said:

Thank you. The reason I asked is because sometimes organizations have strange rules concerning quorum. But yours seem fairly standard, so I believe my response is still applicable. At a board meeting, all that need be determined is whether a majority of the directors are present. And at a meeting of the association, all that need be determined is whether "members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting" are present, in person or by proxy.

I appreciate your thoroughness. Glad I found this forum!

[Tina R]

On 3/12/2024 at 7:12 PM, acc said:

I appreciate your thoroughness. Glad I found this forum!

Hi ACC, I empathize with your situation.  The purpose and gratefulness of finding this forum are due to HOA conflicts/contradictions of the Board's management of my HOA.  Generally, most of HOA CCSRs and Bylaws refer to Robert's Rule for guidance of how a meeting is to be conducted.  However, Robert's Rule refers to the Declaration/Bylaws as the highest rule of authority to conduct a meeting.

On 3/12/2024 at 6:37 PM, acc said:

Here are the 2 mentions:

Quorum. At any meeting of the Association, members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting, present in person or by proxy, shall constitute a quorum, except when a larger quorum is required by the Declaration.

Quorum and Vote. (a) A majority of the directors shall constitute a quorum for the transaction of business

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present).  However, based on your Declaration (or CCSR), if "a larger quorum is required by the Declaration" (usually for votes to amend a Declaration or Bylaws or ousting a Board member, etc.) then >51% members + majority of the directors need to be present to constitute a quorum. For additional guidance, become familiar with your state's guidelines which is based on the date of your Association's Declaration and Bylaws formation/filing (either §GS, §47A through §47F statutes).

Hope that helps you further. . . 

[Dan Honemann]

On 3/13/2024 at 10:40 AM, Tina R said:

Hi ACC, I empathize with your situation.  The purpose and gratefulness of finding this forum are due to HOA conflicts/contradictions of the Board's management of my HOA.  Generally, most of HOA CCSRs and Bylaws refer to Robert's Rule for guidance of how a meeting is to be conducted.  However, Robert's Rule refers to the Declaration/Bylaws as the highest rule of authority to conduct a meeting.

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present).  However, based on your Declaration (or CCSR), if "a larger quorum is required by the Declaration" (usually for votes to amend a Declaration or Bylaws or ousting a Board member, etc.) then >51% members + majority of the directors need to be present to constitute a quorum. For additional guidance, become familiar with your state's guidelines which is based on the date of your Association's Declaration and Bylaws formation/filing (either §GS, §47A through §47F statutes).

Hope that helps you further. . . 

I don't think that one can come to this conclusion simply by reading the snippets from the bylaws which have been provided.  These snippets need to be seen in the context in which they appear.

[Tina R]

I agree.  The context of the Bylaws, as a whole, with the state's statute would be the best HOA guidance rather than just on Robert's Rules.  Things become very convoluted if one is relying on just one guideline to usurp another guideline - best to take a step back and look how the rules intertwine and what is applicable to the situation to keep civility.  😉

[Atul Kapur]

On 3/13/2024 at 10:40 AM, Tina R said:

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS ...

I'm also not an attorney, but I have reviewed enough bylaws to suggest that you are assuming, incorrectly, that these two sections are adjacent. More likely, the first snippet ("Quorum") is in the section about meetings of the association  (that is, meetings of the members) and states the quorum for those meetings.

The second snippet ("Quorum and Vote") appears to be taken from the section on meetings of he board and only states the quorum for board meetings and has nothing to do with quorum at membership meetings.

 

I have seen quorum requirements for membership meetings that do require the presence of a certain number of officers and/or directors, but in those cases the requirements are in the same section, not divided as here (eg: "Quorum is 20% of the membership including at least one Officer.")

[Josh Martin]

On 3/13/2024 at 9:40 AM, Tina R said:

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present).

I do not interpret it this way. On the contrary, from the facts presented, I would interpret these as two separate provisions referring to two separate things - one refers to the quorum for meetings of the membership, and the other refers to the quorum for meetings of the board.

I am highly skeptical of an interpretation that both of these are required for the same meeting. Among other reasons, we don't even know if these two snippets are from the same section of the bylaws.

On 3/13/2024 at 2:47 PM, Atul Kapur said:

I have seen quorum requirements for membership meetings that do require the presence of a certain number of officers and/or directors, but in those cases the requirements are in the same section, not divided as here (eg: "Quorum is 20% of the membership including at least one Officer.")

And provisions like these are exactly why I asked to see the exact language.

[Gary Novosielski]

On 3/13/2024 at 10:40 AM, Tina R said:

Hi ACC, I empathize with your situation.  The purpose and gratefulness of finding this forum are due to HOA conflicts/contradictions of the Board's management of my HOA.  Generally, most of HOA CCSRs and Bylaws refer to Robert's Rule for guidance of how a meeting is to be conducted.  However, Robert's Rule refers to the Declaration/Bylaws as the highest rule of authority to conduct a meeting.

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present).  However, based on your Declaration (or CCSR), if "a larger quorum is required by the Declaration" (usually for votes to amend a Declaration or Bylaws or ousting a Board member, etc.) then >51% members + majority of the directors need to be present to constitute a quorum. For additional guidance, become familiar with your state's guidelines which is based on the date of your Association's Declaration and Bylaws formation/filing (either §GS, §47A through §47F statutes).

Hope that helps you further. . . 

I have seen quorum requirements that provide that a certain percentage of members plus a certain number of officers must be present to hold a membership meeting but I consider those provisions to be misguided.   At a meeting of the membership, board members should be present only as general members, with no special deference, except for the presiding and recording officers who have the usual roles.

In the examples given above I think it makes the most sense to assume that the two requirements apply to the two types of meetings: one for board meetings and the other for membership meetings.  But only after reading them in the full context of the bylaws (which I am not volunteering to do) would I be willing to put money on it.