No quorum within 30 minutes, but meeting and election held?

[Guest Brian A]

I am a member of a Society which had our Annual Meeting scheduled for a specific day at 7:00pm.

Our bylaws specifically state the following:

At any meeting of the Society, forty members shall constitute a quorum. If no quorum is present within thirty minutes after the time appointed for a meeting, such meeting shall be considered adjourned.

Because no quorum was present until 7:45 (when the 40th person showed up), the meeting did not start until that time - 7:45pm. An election was held for Board positions and "significant" changes were also voted on to our Bylaws of the Society.

The minutes of the Annual Meeting have been posted, and they state the meeting began at 7:30 pm (versus the true starting time of 7:45 pm).

Based on the above,

1 - Is this considered a Bylaws violation (starting the meeting after 30 minutes have elapsed)?

2 - Can the elections and Bylaws votes conducted at this "meeting" be challenged as improper?

Any and all advice is appreciated!

Brian

[Larry Cisar]

I am a member of a Society which had our Annual Meeting scheduled for a specific day at 7:00pm.

Our bylaws specifically state the following:

At any meeting of the Society, forty members shall constitute a quorum. If no quorum is present within thirty minutes after the time appointed for a meeting, such meeting shall be considered adjourned.

Because no quorum was present until 7:45 (when the 40th person showed up), the meeting did not start until that time - 7:45pm. An election was held for Board positions and "significant" changes were also voted on to our Bylaws of the Society.

The minutes of the Annual Meeting have been posted, and they state the meeting began at 7:30 pm (versus the true starting time of 7:45 pm).

Based on the above,

1 - Is this considered a Bylaws violation (starting the meeting after 30 minutes have elapsed)?

2 - Can the elections and Bylaws votes conducted at this "meeting" be challenged as improper?

Any and all advice is appreciated!

Brian

It is up to your society to interpret what is meant by your bylaws.

[Kim Goldsworthy]

I am a member of a Society which had our Annual Meeting scheduled for a specific day at 7:00 pm.

Our bylaws specifically state the following:

At any meeting of the Society, forty members shall constitute a quorum. If no quorum is present within thirty minutes after the time appointed for a meeting, such meeting shall be considered adjourned.

Because no quorum was present until 7:45 (when the 40th person showed up), the meeting did not start until that time - 7:45pm. An election was held for Board positions and "significant" changes were also voted on to our Bylaws of the Society.

The minutes of the Annual Meeting have been posted, and they state the meeting began at 7:30 pm (versus the true starting time of 7:45 pm).

Based on the above,

1 - Is this considered a Bylaws violation (starting the meeting after 30 minutes have elapsed)?

2 - Can the elections and Bylaws votes conducted at this "meeting" be challenged as improper?

This is what concerns me:

If no quorum is present within thirty minutes after the time appointed for a meeting, such meeting shall be considered adjourned.

If you "consider" (your term) yourself "adjourned at 7:30 p.m.", then no business can be transacted at 7:31 p.m. or later.

The rule in Robert's Rules of Order Newly Revised (RONR 10th ed.) is, once adjournment is declared by the chair, then there is no re-convening.

(Voting for adjournment is not sufficient; the chair can still do some things officially before the meeting is considered truly adjourned.)

So, under Robert's Rules of Order, you are "considered" adjourned when the chair says so.

But you have a rule which is not taken from Robert's Rules of Order.

Your rule takes power away from the chair.

Your rule makes adjournment instant and absolute, without chair involvement, and without members' involvement.

Since you cannot convene (or re-convene) a meeting after adjournment is final, then I don't see a workaround.

You cannot transact business after adjournment is final.

[Trina]

I am a member of a Society which had our Annual Meeting scheduled for a specific day at 7:00pm.

Our bylaws specifically state the following:

At any meeting of the Society, forty members shall constitute a quorum. If no quorum is present within thirty minutes after the time appointed for a meeting, such meeting shall be considered adjourned.

Because no quorum was present until 7:45 (when the 40th person showed up), the meeting did not start until that time - 7:45pm.

One question which may need to be answered, as you try to interpret your bylaws language, is whether a meeting which has not been called to order can be 'considered adjourned.' Although an inquorate meeting CAN be called to order, from your description it sounds as though the meeting wasn't actually called to order ('started' in your words) until 7:45.

An election was held for Board positions and "significant" changes were also voted on to our Bylaws of the Society.

The minutes of the Annual Meeting have been posted, and they state the meeting began at 7:30 pm (versus the true starting time of 7:45 pm).

The minutes should be corrected. The minutes should not be used to try to rewrite history.

Based on the above,

1 - Is this considered a Bylaws violation (starting the meeting after 30 minutes have elapsed)?

2 - Can the elections and Bylaws votes conducted at this "meeting" be challenged as improper?

Any and all advice is appreciated!

Brian

As for question 2, RONR p. 244 describes a set of violations (continuing breaches) which are sufficiently serious that they can be challenged by a point of order at any time, even long after the fact. It is a fundamental principle of parliamentary law that votes must be taken at a legal meeting, so that is possible grounds for a p. 244(d) challenge. Also, there is a possibility that the rights of absentees were violated (if some members left the meeting room between 7:30 and 7:45, because they believed the time window for the meeting, as defined in the bylaws, was over) -- that could be grounds for a challenge based on p. 244(e). Actions which are continuing breaches are, by definition, null and void, and can be challenged at any time.

On question 1, the interpretation of bylaws is outside the scope of this forum. Although it sounds as though the opportunity to gather quorum (and hold the meeting) ended at 7:30, this is a determination that must be made by the members of your organization. RONR pp. 570-573 provides some principles of bylaws interpretation.

As food for thought, it seems to me that the situation might have been handled by calling the inquorate meeting to order, then around 7:25 adjourning the meeting to a future time (say 7:50, in hopes that a few more members might wander in during the next 25 minutes). If that procedure would have been OK under your bylaws language, then it seems to me that one of the key differences between that hypothetical situation, and what actually happened, is the possibility that some members left between 7:30 and 7:45 because they believed no meeting would take place that evening.

[J. J.]

I think, even with that bylaw, the inquorate meeting could Recess or Adjourn To until 7:45 PM. A quorate meeting could.