Can a Quorumless Meeting Set Time for an Adjourned Meeting?
Paul McClintock, CP-T
Can an association which lacks a quorum at a meeting set a time for an adjourned meeting, then adjourn the initial meeting, to resume (reconvene) the meeting at the specified time? The question arises from the rule that a meeting without a quorum can’t legally conduct business.
If Robert's Rules of Order Newly Revised (RONR), 10th edition (2000), is their adopted parliamentary authority (PA), then the answer is: “Yes.”
[page 336] The only action that can legally be taken in the absence of a quorum is to fix the time to which to adjourn, adjourn, recess, or take measures to obtain a quorum.
RONR distinguishes between a Recess (a short break without members disbursing off site) versus adjourning a meeting and convening a subsequent meeting to continue with the order of business. RONR uses “session” to refer to a single meeting or a series of connected meetings dealing with a single order of business.
[page 90]... Adjourned Meeting
An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting. The name adjourned meeting means that the meeting is scheduled for a particular time (and place, if it is not otherwise established) by the assembly's “adjourning to” or “adjourning until” that time and place. If a regular [page 91] meeting or a special meeting is unable to complete its work, an adjourned meeting can be scheduled for later the same day or some other convenient time before the next regular meeting, by the adoption (as applicable) of a main or a privileged motion to fix the time to which to adjourn, or a main motion to adjourn until the specified time (see 21, 22). In such a case, the adjourned meeting is sometimes spoken of as “an adjournment of” the regular or special meeting. This usage should not be confused with the act of adjourning.
When common expressions such as “regular [or “stated”] meeting,” “special [or “called”] meeting,” and “annual meeting” (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.
An adjourned meeting takes up its work at the point where it was interrupted in the order of business or in the consideration of the question that was postponed to the adjourned meeting, except that the minutes of the preceding meeting are first read.
If RONR is not the adopted PA but another book is, consult that book. If it is silent on the matter, RONR's rules could be considered persuasive but not binding.
If no PA is adopted, common parliamentary law (case law as decided by courts) governs. The problem with this is two-fold. First, it is much more expensive to consult lawyers on every procedural question to research case law precedents than it is to read the answer in a $15 book. Second, courts are not consistent, so you are often left with uncertainties as to how a court might judge a particular case at hand.
That said, RONR “embodies a codification of the present-day general parliamentary law” –
[page xxv] This book embodies a codification of the present-day general parliamentary law (omitting provisions having no application outside legislative bodies). The book is also designed as a manual to be adopted by organizations or assemblies as their parliamentary authority. When the manual has been thus adopted, the rules within it, together with any special rules of procedure that may also be adopted, are binding upon the body and constitute that body's rules of order.
Parliamentary law originally was the name given to the rules and customs for carrying on business in the English Parliament that were developed through a continuing process of decisions and precedents somewhat like the growth of the common law. These rules and customs, as brought to America with the settling of the New World, became the basic substance from which the practice of legislative bodies in the United States evolved. Out of early American legislative procedure and paralleling it in further development has come the general parliamentary law, or common parliamentary law, of today, which is adapted to the needs of organizations and assemblies of widely differing purposes and conditions. In legislative bodies, there is often recourse to the general parliamentary law in situations not covered by the rules or precedents of the particular body—although some of the necessary procedure in such a case must be proper to that type of assembly alone.
RONR is not alone in saying a quorumless meeting can fix the time to which to adjourn.
Demeter's Manual of Parliamentary Law and Procedure (1969) p. 149 says:
Business in absence of a quorum. After it has been determined that a quorum is not present no principal or essential business can be transacted. If such business is transacted, it is deemed illegal, null and void, unless ratified or approved either later at the same meeting when there is a quorum, or at a subsequent meeting. The following procedural business can be legally transacted in a quorumless meeting:
(1) Fix an adjourned (continued) meeting.
(2) Adjourn.
(3) Recess.
(4) Take any measures to procure a quorum.
Rules of Order (James E. Davis, 1992) p. 88 says: “In the absence of a quorum, those present may vote only to adjourn after fixing the time for the next meeting.”
Procedures for Meetings and Organizations (Kerr and King, 1984) pp. 72-73 says: “If there is no quorum within a reasonable time of the advertised hour for a meeting...the presiding officer may dismiss the group, after ascertaining a suitably convenient time for a future meeting....”
The parliamentary authorities agree on this point, that in the absence of a quorum, those present may vote to set a time for a continuation of the meeting.
Paul McClintock, CP-T, is the president of the e-AIP online chapter (www.e-aip.org), and webmaster for AIP (www.AIPparl.org). He lives in the Seattle, WA area and is also president of the North Sound Chapter of AIP.
Copyright © 2010.
Published in the Parliamentary Journal of the American Institute of Parliamentarians, Oct. 2010.