Quorum not met~

[Sandy Sunshine Girl]

I missed a meeting. But I noticed in the minutes that some Board Members left the meeting before it was adjourned. They hit 2 more items on the Agenda when they no longer met Quorum. What can be done about this?

Thank you. 
Mrs. Hoos

[Richard Brown]

On 5/13/2024 at 11:26 PM, Sandy Sunshine Girl said:

I missed a meeting. But I noticed in the minutes that some Board Members left the meeting before it was adjourned. They hit 2 more items on the Agenda when they no longer met Quorum. What can be done about this?

Thank you. 
Mrs. Hoos

At the next meeting or any future meeting, raise a point of order that the items in question were not validly adopted due to the absence of a quorum.  You should be forewarned, however, that proving the absence of a quorum after the fact can be difficult.  According to section 40:12 of RONR (12th ed.), "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."

[J. J.]

On 5/14/2024 at 9:00 AM, Richard Brown said:

At the next meeting or any future meeting, raise a point of order that the items in question were not validly adopted due to the absence of a quorum.  You should be forewarned, however, that proving the absence of a quorum after the fact can be difficult.  According to section 40:12 of RONR (12th ed.), "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."

Also note that actions taken in the absence of a quorum can usually be ratified at a quorate meeting (10:54-55).

[Richard Brown]

On 5/15/2024 at 5:02 PM, J. J. said:

Also note that actions taken in the absence of a quorum can usually be ratified at a quorate meeting (10:54-55).

Yes, thanks for pointing that out. 

[Sandy Sunshine Girl]

On 5/14/2024 at 8:00 AM, Richard Brown said:

At the next meeting or any future meeting, raise a point of order that the items in question were not validly adopted due to the absence of a quorum.  You should be forewarned, however, that proving the absence of a quorum after the fact can be difficult.  According to section 40:12 of RONR (12th ed.), "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."

Thank you, Mr. Brown. I discovered it when reading the minutes for this meeting. Only two people voted on the last two items voted upon. So what I think would be appropriate would be to oppose the Motion to accept last month's minutes. If I were to do that, what is the next step for them to do according to Robert's Rules of Order?

[Sandy Sunshine Girl]

On 5/15/2024 at 5:06 PM, Richard Brown said:

Yes, thanks for pointing that out. 

Thank you J.J. for your response. I don't know what, ". . .   be ratified at a quorate meeting (10:54-55) means. Can you expound please?

[Joshua Katz]

On 5/19/2024 at 12:26 PM, Sandy Sunshine Girl said:

So what I think would be appropriate would be to oppose the Motion to accept last month's minutes.

I don't think that would be appropriate at all. It would be appropriate to raise a point of order that there was not a quorum present. Nothing you've said suggests that there's something wrong with the minutes. And if there were something wrong with them, the proper thing to do would be to offer an amendment. In fact, motions to accept the minutes are not the right procedure - the minutes are automatically approved when no amendments remain. Simply refusing to accept them is not an option for an organization.

[Joshua Katz]

On 5/19/2024 at 12:29 PM, Sandy Sunshine Girl said:

Thank you J.J. for your response. I don't know what, ". . .   be ratified at a quorate meeting (10:54-55) means. Can you expound please?

Suppose the organization votes, without a quorum, to spend $20 on legal advice. The president, in reliance, then spends the $20. At the next meeting, the organization can approve the expense by ratifying it.

[Weldon Merritt]

On 5/19/2024 at 2:26 PM, Sandy Sunshine Girl said:

Only two people voted on the last two items voted upon.

That, in itself, does nit prove that there was no quorum All other members may have abstained. Unlikely, perhaps, but certainly possible.

[Sandy Sunshine Girl]

On 5/15/2024 at 5:02 PM, J. J. said:

Also note that actions taken in the absence of a quorum can usually be ratified at a quorate meeting (10:54-55).

 

On 5/19/2024 at 2:30 PM, Joshua Katz said:

I don't think that would be appropriate at all. It would be appropriate to raise a point of order that there was not a quorum present. Nothing you've said suggests that there's something wrong with the minutes. And if there were something wrong with them, the proper thing to do would be to offer an amendment. In fact, motions to accept the minutes are not the right procedure - the minutes are automatically approved when no amendments remain. Simply refusing to accept them is not an option for an organization.

How do I "Raise a Point of Order?" What do I say? Do I make a Motion to Raise a Point of Order? At what point in my Committee meeting do I do that?

[Joshua Katz]

On 5/19/2024 at 2:59 PM, Sandy Sunshine Girl said:

How do I "Raise a Point of Order?" What do I say? Do I make a Motion to Raise a Point of Order? At what point in my Committee meeting do I do that?

You say "I rise to a point of order." I suppose around the time of approval of the minutes would be appropriate.

[Gary Novosielski]

On 5/19/2024 at 3:26 PM, Sandy Sunshine Girl said:

Thank you, Mr. Brown. I discovered it when reading the minutes for this meeting. Only two people voted on the last two items voted upon. So what I think would be appropriate would be to oppose the Motion to accept last month's minutes. If I were to do that, what is the next step for them to do according to Robert's Rules of Order?

The fact that only two people voted does not prove that quorum was lost.  There could have been others who abstained from voting, which would not be reflected in the minutes.  Is there additional proof that quorum was lost?  If not, then it is probably too late to do anything about this error.

There is no such thing as "opposing" the motion to approve the minutes, since they are approved automatically once any corrections have been considered.  The only way to object to the approval of  the draft minutes is to offer a correction.  But you can't offer a correction that last month's motion was invalid, because that is not what actually happened last month.  The minutes are a record of what happened, not what should have happened.  You can't change history by falsifying the minutes.

 

Edited May 19, 2024 at 10:43 PM by Gary Novosielski

[Josh Martin]

On 5/19/2024 at 2:26 PM, Sandy Sunshine Girl said:

I discovered it when reading the minutes for this meeting. Only two people voted on the last two items voted upon.

I would note that the fact that only two people voted does not necessarily mean they were the only two people present, so I am not persuaded this fact, in and of itself, is sufficient grounds for "clear and convincing proof" that a quorum was not present.

Nonetheless, ultimately the assembly itself will determine whether the proof is clear and convincing enough.

On 5/19/2024 at 2:26 PM, Sandy Sunshine Girl said:

So what I think would be appropriate would be to oppose the Motion to accept last month's minutes.

No, this is extremely incorrect.

The sole purpose of the minutes is to serve as an accurate and complete record of what happened at the meeting. Whether what happened was proper is immaterial.

You are free to raise a Point of Order concerning the validity of the motion in question, but the contents of the minutes is unrelated.

On 5/19/2024 at 2:26 PM, Sandy Sunshine Girl said:

If I were to do that, what is the next step for them to do according to Robert's Rules of Order?

To oppose the motion to approve the minutes is not the appropriate course of action. 

Instead, you would raise a Point of Order that the motions in question are null and void on the grounds that a quorum was not present at the time the vote was taken.

The chair would rule this point "well taken," meaning he agrees, or "not well taken," meaning he disagrees. A member who disagrees with the chair's ruling can appeal from the decision of the char, which places the decision in the hands of the assembly. A majority vote is required to overturn the chair's ruling.

Assuming the board ultimately determines the motions are null and void, what happens is up to the board. Any of the following would be options:

• Do nothing
• Ratify the actions taken by the board at the inquorate meeting
• Start over and adopt the motions again

I would note it is also my understanding from another thread that this may be a public, elected body. If this is correct, then I would strongly advise you to direct your questions to the board's legal counsel.

On 5/19/2024 at 4:59 PM, Sandy Sunshine Girl said:

At what point in my Committee meeting do I do that?

You refer in your initial post to two board members and you now refer to a committee. Could you clarify? Did the action in question arise in a meeting of a committee of the board?

[Sandy Sunshine Girl]

On 5/19/2024 at 5:41 PM, Gary Novosielski said:

The fact that only two people voted does not prove that quorum was lost.  There could have been others who abstained from voting, which would not be reflected in the minutes.  Is there additional proof that quorum was lost?  If not, then it is probably too late to do anything about this error.

There is no such thing as "opposing" the motion to approve the minutes, since they are approved automatically once any corrections have been considered.  The only way to object to the approval of  the draft minutes is to offer a correction.  But you can't offer a correction that last month's motion was invalid, because that is not what actually happened last month.  The minutes are a record of what happened, not what should have happened.  You can't change history by falsifying the minutes.

 

Thank you Gary. What you wrote makes a lot of sense.

[Sandy Sunshine Girl]

On 5/19/2024 at 6:44 PM, Josh Martin said:

I would note that the fact that only two people voted does not necessarily mean they were the only two people present, so I am not persuaded this fact, in and of itself, is sufficient grounds for "clear and convincing proof" that a quorum was not present.

Nonetheless, ultimately the assembly itself will determine whether the proof is clear and convincing enough.

No, this is extremely incorrect.

The sole purpose of the minutes is to serve as an accurate and complete record of what happened at the meeting. Whether what happened was proper is immaterial.

You are free to raise a Point of Order concerning the validity of the motion in question, but the contents of the minutes is unrelated.

To oppose the motion to approve the minutes is not the appropriate course of action. 

Instead, you would raise a Point of Order that the motions in question are null and void on the grounds that a quorum was not present at the time the vote was taken.

The chair would rule this point "well taken," meaning he agrees, or "not well taken," meaning he disagrees. A member who disagrees with the chair's ruling can appeal from the decision of the char, which places the decision in the hands of the assembly. A majority vote is required to overturn the chair's ruling.

Assuming the board ultimately determines the motions are null and void, what happens is up to the board. Any of the following would be options:

• Do nothing
• Ratify the actions taken by the board at the inquorate meeting
• Start over and adopt the motions again

I would note it is also my understanding from another thread that this may be a public, elected body. If this is correct, then I would strongly advise you to direct your questions to the board's legal counsel.

You refer in your initial post to two board members and you now refer to a committee. Could you clarify? Did the action in question arise in a meeting of a committee of the board?

Thank you so much! Maes a lot sense.

[Sandy Sunshine Girl]

I said Board members because there are 5 of us Board Members who serve on the Committee that I spoke of. Two of us of us could not attend the meeting. And then I was informed that one of the members got up & left before our committee meeting was over and the two members continued with the Agenda.

[Sandy Sunshine Girl]

On 5/19/2024 at 5:01 PM, Joshua Katz said:

You say "I rise to a point of order." I suppose around the time of approval of the minutes would be appropriate.

Thank you so much!!

[Gary Novosielski]

On 5/19/2024 at 5:59 PM, Sandy Sunshine Girl said:

How do I "Raise a Point of Order?" What do I say? Do I make a Motion to Raise a Point of Order? At what point in my Committee meeting do I do that?

On 5/19/2024 at 6:01 PM, Joshua Katz said:

You say "I rise to a point of order." I suppose around the time of approval of the minutes would be appropriate.

Well, either before approval of minutes or after it.  I think probably just after would be better, so you don't get it confused with correcting the minutes. 

You really should do some reading in RONRIB¹ and RONR² about Points of Order.  Just knowing the words to begin the process won't get you very far.

____________________

¹ Robert's Rules of Order Newly Revised in Brief  3rd edition.

² Robert's Rules of Order Newly Revised  12th edition.

Edited May 21, 2024 at 11:40 PM by Gary Novosielski

[Sandy Sunshine Girl]

I will take your advice, Gary, and get my thick Robert's Rules of Order book out and look this up. I own and operate a business. That and being an elected Board member takes up all of my life! So I am grateful for this correspondence! 

[Atul Kapur]

On 5/21/2024 at 5:41 PM, Sandy Sunshine Girl said:

Two of us of us could not attend the meeting. And then I was informed that one of the members got up & left before our committee meeting was over and the two members continued with the Agenda.

"I was informed", by itself, doesn't appear to me to meet the threshold of "clear and convincing proof."

I took your original post to mean that the minutes recorded the departure of enough members to show that quorum no longer was present.