Membership meeting quorum

[Guest Donna McGuire]

Our HOA is in turmoil because three new board members elected in February contend that previous annual meetings lacked a quorum, therefore the five board members elected at those two meetings are not valid members. My question is: If the minutes do not say whether a quorum existed, what rule should be followed? Are the elections invalid? (The minutues do not say one way or another whether a quorum existed. There might have been one; there might not have been one.)

[Gary Novosielski]

On 3/20/2024 at 4:32 PM, Guest Donna McGuire said:

Our HOA is in turmoil because three new board members elected in February contend that previous annual meetings lacked a quorum, therefore the five board members elected at those two meetings are not valid members. My question is: If the minutes do not say whether a quorum existed, what rule should be followed? Are the elections invalid? (The minutues do not say one way or another whether a quorum existed. There might have been one; there might not have been one.)

Here's a relevant citation from RONR:

[RONR (12th ed.) 40:12]
When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion— which he can no longer do except in connection with the permissible proceedings related to the absence of a quorum, as explained above. Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present, however, until a member raises the point. 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).

Unless the pro-turmoil contingent can present "clear and convincing proof" that a quorum was not present, a point of order raised a month later would not be timely.  The chair should rule (subject to Appeal ) that the election results stand.

"Clear and convincing" proof is a higher standard than a "preponderance of the evidence" (more likely than not true) but not as high as "beyond a reasonable doubt."  Do they have any actual evidence, or it is just their recollection that there weren't many people there?

 

 

[Joshua Katz]

On 3/20/2024 at 1:32 PM, Guest Donna McGuire said:

Our HOA is in turmoil because three new board members elected in February contend that previous annual meetings lacked a quorum, therefore the five board members elected at those two meetings are not valid members. My question is: If the minutes do not say whether a quorum existed, what rule should be followed? Are the elections invalid? (The minutues do not say one way or another whether a quorum existed. There might have been one; there might not have been one.)

My guess is (maybe I'm wrong) that these new board members were previously general members. Since they're complaining about a meeting of the general membership, why are we just hearing about it now? Why didn't they say anything then?

[Josh Martin]

On 3/20/2024 at 3:32 PM, Guest Donna McGuire said:

Our HOA is in turmoil because three new board members elected in February contend that previous annual meetings lacked a quorum, therefore the five board members elected at those two meetings are not valid members. My question is: If the minutes do not say whether a quorum existed, what rule should be followed? Are the elections invalid? (The minutues do not say one way or another whether a quorum existed. There might have been one; there might not have been one.)

For a meeting which occurred in the past, the presumption is that a quorum was present. The burden of proof lies with the members claiming a quorum was not present. To the extent that they can provide "clear and convincing proof" of that, then yes, the elections are invalid and new elections must be held. If they cannot provide such proof, it is presumed a quorum was present, and the elections are valid. Ultimately, the chair will rule on the Point of Order, and the chair's ruling is subject to appeal. A majority vote is required to overturn the chair's ruling.

I would also note that a Point of Order concerning this matter can only be raised at a meeting of the membership. The board lacks the authority to consider questions of order regarding an election conducted by the membership, unless the bylaws grant it such authority.

"Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50