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AGM - no quorum


carolm

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Our organization called an AGM. On the date we did not reach quorum. No minutes were taken to have a motion made to continue the meeting at a later date.

If there was a motion would it then still be the AGM or would it now become an SGM?

Since there was no minutes, the BOD is now calling for an SGM, but to conduct all business of the AGM, is this proper procedure?

In our constitution it states that if it is an SGM that no changes to the constitution can be made. If the BOD is successful, meets quorum and makes the changes it wants under the notice of SGM, are the changes in breach of Robert's Rules.

Robert's Rules are our stated rules of order.

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Our organization called an AGM. On the date we did not reach quorum. No minutes were taken to have a motion made to continue the meeting at a later date.

If there was a motion would it then still be the AGM or would it now become an SGM?

Since there was no minutes, the BOD is now calling for an SGM, but to conduct all business of the AGM, is this proper procedure?

In our constitution it states that if it is an SGM that no changes to the constitution can be made. If the BOD is successful, meets quorum and makes the changes it wants under the notice of SGM, are the changes in breach of Robert's Rules.

Robert's Rules are our stated rules of order.

I can't be sure EXACTLY what happened. During an inquorate meeting, you are limited to 4 procedural motions: adjourn, set the time to which to adjourn; recess, and take steps to obtain a quorum. The "motion to continue the meeting at a later date" might have been a motion to set the time to which to adjourn. Details matter.

The fact that you do not have minutes does not mean the meeting did not occur. Someone should record those minutes and submit them for approval.

Any action taken in violation of your bylaws is null and void but, as stated above, details matter and we do not have all the needed details..

-Bob

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No minutes were taken to have a motion made to continue the meeting at a later date.

Minutes should still be prepared (and approved) for the AGM. Had you adopted a motion to adjourn to a later date, the next, "adjourned", meeting would have been considered a continuation of the AGM.

You can call a special meeting (if your bylaws authorize them) or you can wait until the next general meeting. If your bylaws can't be amended at a special meeting then they can't be amended at a special meeting. And only the business included in the call (the notice) of the special meeting can be considered.

Finally, the board plays no role (and won't even be present as a board) at a meeting of the general membership.

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Our organization called an AGM. On the date we did not reach quorum. No minutes were taken to have a motion made to continue the meeting at a later date.

I don't see what the minutes have to do with the motion, but both should have been done.

If there was a motion would it then still be the AGM or would it now become an SGM?

It would be a continuation of the same session, not a new one.

Since there was no minutes, the BOD is now calling for an SGM, but to conduct all business of the AGM, is this proper procedure?

Again, I don't see the significance of the lack of minutes, in this regard.

In our constitution it states that if it is an SGM that no changes to the constitution can be made. If the BOD is successful, meets quorum and makes the changes it wants under the notice of SGM, are the changes in breach of Robert's Rules.

I assume SGM means special general meeting. I'll assume your board is authorized by the bylaws to call special general meetings, since otherwise the board couldn't do it. If the SGM takes action in conflict with your bylaws, it is a breach of your bylaws, which RONR does not allow.

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Since there was no minutes, the BOD is now calling for an SGM, but to conduct all business of the AGM, is this proper procedure?

[Cue violins, rainbow, unicorns, gentle breezes, bluebirds) Assuming, as the others before, that SGM is a "special" meeting, and that your bylaws allow for special meetings (see pg 89-90 RONR 10th Ed.), and that the BOD is authorized to call special meetings, and notice has been properly given, I don't see as there would be anything wrong with conducting all business of the AGM as long as it was included (in detail somewhat, at least) in the notice sent out, except anything prohibited by your bylaws, such as.... oh, you know.... amending the constitution. :unsure:

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