Quorum

[Guest Michael]

Our membership of one hundred members recently allocated an assessment in excess of 15,000 dollars with only 17 members present at the meeting. I was told that as long as no one present at the meeting states to the chair that there is no quorum present, the vote of only 17 members holds. This, even though the constitution states that a quorum is one third of the membership.

[hmtcastle]

I was told that as long as no one present at the meeting states to the chair that there is no quorum present, the vote of only 17 members holds. This, even though the constitution states that a quorum is one third of the membership.

Well, it would have been a lot better if someone at the meeting pointed out the fact that more than thirty members should have been present but only seventeen members were present.

Now, after the fact, you'll need "clear and convincing proof" that a quorum wasn't present. But it shouldn't be too hard to prove that seventeen is nowhere near thirty.

[Guest Michael]

Well, it would have been a lot better if someone at the meeting pointed out the fact that more than thirty members should have been present but only seventeen members were present.

Now, after the fact, you'll need "clear and convincing proof" that a quorum wasn't present. But it shouldn't be too hard to prove that seventeen is nowhere near thirty.

[Guest smandr]

Yes Sir, I understand. This was an 'emergency meeting' which is being used as an excuse for no quorum and the lack of quorum in general is being vigorously defended by the Board in general. The regularly scheduled quarterly meeting comes early October. If you were to bring this up 'after the fact' as you say, when would be the time to bring it up at meeting?

[Rob Elsman]

Yes Sir, I understand. This was an 'emergency meeting' which is being used as an excuse for no quorum and the lack of quorum in general is being vigorously defended by the Board in general. The regularly scheduled quarterly meeting comes early October. If you were to bring this up 'after the fact' as you say, when would be the time to bring it up at meeting?

Raise the Point of Order up when no other question is pending, at any time after the meeting has been called to order. See RONR (10th ed.), pp. 240, 241, 244.

[hmtcastle]

This was an 'emergency meeting' which is being used as an excuse for no quorum and the lack of quorum in general is being vigorously defended by the Board in general.

What's the board's role in this? Was the 17-member meeting a meeting of the board or a meeting of the general membership?

It should be noted that it may be possible to "ratify" (i.e. legitimize) emergency action taken in the absence of a quorum.

[Rob Elsman]

What's the board's role in this? Was the 17-member meeting a meeting of the board or a meeting of the general membership?

It should be noted that it may be possible to "ratify" (i.e. legitimize) emergency action taken in the absence of a quorum.

I think the executive board called the special meeting of the general membership assembly to consider the allocation of the assessment.

[Guest Michael]

What's the board's role in this? Was the 17-member meeting a meeting of the board or a meeting of the general membership?

It should be noted that it may be possible to "ratify" (i.e. legitimize) emergency action taken in the absence of a quorum.

This was a meeting called of the General Membership. The previous Board Meeting called the 'emergency meeting'but did not provide for action

in the absence of a quorum.

[Guest Michael]

Raise the Point of Order up when no other question is pending, at any time after the meeting has been called to order. See RONR (10th ed.), pp. 240, 241, 244.

[hmtcastle]

This was a meeting called of the General Membership. The previous Board Meeting called the 'emergency meeting'but did not provide for action

in the absence of a quorum.

Just to be clear, the ratification would take place after the emergency action, at the next (quorate) meeting.

[Guest Michael]

There exists the consideration of bringing charges against the chair for entertaining, voting and passing the motion to allocate in excess of 15,000 without a quorum and there are provisions for this in the Constitution.

[Guest Michael]

I think the executive board called the special meeting of the general membership assembly to consider the allocation of the assessment.

This would be a correct assumption.

[Guest Michael]

This would be a correct assumption.

[Guest Michael]

Just to be clear, the ratification would take place after the emergency action, at the next (quorate) meeting.

Will you describe the "ratification of action taken without quorum" as my "RONR in brief" does not treat this issue?

[hmtcastle]

Will you describe the "ratification of action taken without quorum" as my "RONR in brief" does not treat this issue?

The Motion to Ratify is discussed on pp. 119-120. Perhaps someone with the CD-ROM version will copy and paste some relevant "fair use" excerpts.

[Guest Michael]

That would be very helpful. Is anyone ready willing and able?

[Chris Harrison]

That would be very helpful. Is anyone ready willing and able?

I am not sure what you are looking for exactly but let's see if this helps. RONR p. 119 says:

The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become legally valid until approved by the assembly. Cases where the procedure of ratification is applicable include:

•emergency action taken at a regular or properly called meeting at which no quorum was present;

[Trina]

This was a meeting called of the General Membership. The previous Board Meeting called the 'emergency meeting'but did not provide for action

in the absence of a quorum.

As an aside, nothing in RONR would give the board the power anyway to make provisions for general membership action in the absence of quorum, so I'm not sure what you think the board could/should have done in that regard.

I'm curious, why did so few members show up at the emergency meeting? Did the notice make it clear that a financial decision of this magnitude might be made at the meeting? (I'm wondering about possible defects in notice, just in case your quorum problems aren't enough ).

[Guest Michael]

I am not sure what you are looking for exactly but let's see if this helps. RONR p. 119 says:

Thank you very much Chris.

[Mr. J!]

...why did so few members show up at the emergency meeting? Did the notice make it clear that a financial decision of this magnitude might be made at the meeting? (I'm wondering about possible defects in notice...

And do the bylaws allow the board to call an "emergency meeting" of the general membership? If they do, read them carefully to see exactly what is required.

[Guest Michael]

As an aside, nothing in RONR would give the board the power anyway to make provisions for general membership action in the absence of quorum, so I'm not sure what you think the board could/should have done in that regard.

I'm curious, why did so few members show up at the emergency meeting? Did the notice make it clear that a financial decision of this magnitude might be made at the meeting? (I'm wondering about possible defects in notice, just in case your quorum problems aren't enough ).

Thank you Trina. True, we had no quorum and voted anyway. Thus far, I have heard of no constructive action to "ratify" the decisions made at the emergency meeting. There is a backup plan then that we might have known of before hand.

[Guest Michael]

I am not sure what you are looking for exactly but let's see if this helps. RONR p. 119 says:

This incidental motion main motion would occur at the next quorate meeting. What kind of majority would be required for ratification?

Any suggestions as to how to construct a motion of this nature?

[paulmcclintock]

What kind of majority would be required for ratification?

Any suggestions as to how to construct a motion of this nature?

The same vote is needed for ratification as would be needed to adopt the motion to begin with, had a quorum been present. For most motions, that would be a majority of those voting. But if two-thirds would have been needed at the inquorate meeting, then two-thirds is needed for ratify. But note that some motions have multiple vote thresholds, such as amend-something-previously-adopted (ASPA), and if notice were given for the inquorate special meeting, ASPA would have required a majority vote because there was previous notice, but at a regular meeting with no previous notice the same ASPA would take a two-thirds vote or a majority of the entire membership (the other two thresholds for ASPA).

Form: "I move that the motion adopted on <subject> at the inquorate special meeting on <date> be ratified."