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Our nonprofit organization had an emergency Board Meeting to discuss some critical issues which involved payment for a approved item votd on before end of fiscal year and funds need for an emergency repair. Because of time frame and our Treasurer is moving, a motion was made and appproved by above. Did this constitute a quarum? Were are actions correct. It will be in Board Minutes and presented at next regular meeting.

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Our nonprofit organization had an emergency Board Meeting to discuss some critical issues which involved payment for a approved item voted on before end of fiscal year and funds need for an emergency repair.

Because of time frame and our Treasurer is moving, a motion was made and appproved by above.

Did this constitute a quorum?

No.

You aren't even close.

A quorum is a NUMBER OF MEMBERS WHO MUST BE PRESENT for business of the organization to be transacted officially.

You have made no mention of a NUMBER or RATIO or PERCENTAGE.

Q. What is your quorum rule?

Were are actions correct.

Probably not.

Emergency meetings are not allowed, except as one's bylaws provide for "special meetings" (the technical term).

It will be in Board Minutes and presented at next regular meeting.

Irrelevant to the issue at hand - whether you had a quorum (i.e., that your quorum threshold was reached); and, for that matter, that you can hold special meetings.

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Our nonprofit organization had an emergency Board Meeting to discuss some critical issues which involved payment for a approved item votd on before end of fiscal year and funds need for an emergency repair. Because of time frame and our Treasurer is moving, a motion was made and appproved by above. Did this constitute a quarum? Were are actions correct. It will be in Board Minutes and presented at next regular meeting.

A quorum is the minimum number of members needed to be present at a meeting to legitimately conduct business. It's not how many people voted. Your quorum should be defined in your bylaws, and if not, under RONR it is a majority of the (Board in this case) members. How many on the Board? How many showed up for the meeting? Do your bylaws define a quorum for Board meetings? Answer those questions, and you've answered this one.

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A late post script.

Your subheading has me concerned.

You are implying that two people ONLY were attending this meeting.

Q. Is that the case?

If I may piggy back here, you also write in your post ".... a motion was made and appproved by above." Does this "above" refer to these two members? Is it that a motion was made and approved with only these two members voting? Or, as Mr. G asks, were they the only members in attendance?

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Our nonprofit organization had an emergency Board Meeting to discuss some critical issues which involved payment for a approved item votd on before end of fiscal year and funds need for an emergency repair.

I'm guessing that you're referring to a Special Meeting (one called apart from regularly scheduled meetings). If that's the case, you need to check the bylaws to see if your "Emergency Meeting" conforms to the rules for Special Meetings.

Because of time frame and our Treasurer is moving, a motion was made and appproved by above.

If this was a Special Meeting, only business mentioned in the call of the meeting may be transacted. If this wasn't a proper meeting, then no action could have been taken in the name of the board, even if all of the board members agreed to it. However, such emergency action could be Ratified at a later meeting, provided that such action could have originally been adopted by the board.

Did this constitute a quarum?

A quorum is the minimum number of members required to be present in a meeting for business to be transacted. Look in your bylaws for that number.

Were are actions correct.

I can't tell, because I don't have a clear picture of what happened. I'm mostly just guessing.

It will be in Board Minutes and presented at next regular meeting.

Next regular meeting of the General Membership or of the board? This is sounding even more like a case of emergency action being taken outside a meeting. See RONR(10th ed.), p. 119 - 120.

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Can officer and 1 member constitute a quorum?

The default quorum in RONR for a board is a majority of the members. (RONR, 10th ed., pg. 469, lines 24-29) So unless your board only has three members or your Bylaws prescribe a lower quorum, no, it does not constitute a quorum, and these two individuals will have to hope that their actions are ratified at the next meeting with a quorum. (RONR, 10th ed., pg. 469, line 34 - pg. 470, line 2)

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