Generally speaking, the decisions made at a meeting of an association are only binding if enough members are present at the meeting. This minimum number of members, called the “quorum” of the assembly, is beneficial because it protects the association from decisions being made by unrepresentative subsets of the membership.
However, there are actually several kinds of minor decision that can be made at a meeting where there is less than a quorum of members present. This can have some very significant consequences, and a proper understanding of this rule can be very helpful when a meeting finds itself in the awkward situation of being without quorum.
At the outset, it must be made clear that a meeting can be held without quorum. Many people mistakenly believe that if there is no quorum, there is no meeting, but this is not the case. An inquorate meeting is just as valid and official as a quorate meeting. The meeting should be called to order, the chairman should preside, and the secretary should take minutes, which should be read and approved at the next quorate regular meeting in the usual manner. If either the chairman or the secretary is absent, temporary officers must be elected so that these essential jobs can be done. Once the meeting is called to order, and the chairman and secretary are ready, the members can proceed to consider any or all of the following four kinds of motions.
First, the assembly can “take measures” to obtain a quorum. This is a very broad and powerful rule, and is not frequently used to its fullest advantage. While considering such a motion, the inquorate meeting possesses the full power of the assembly and can make binding decisions, so long as the object of those decisions is to obtain a quorum. For example, the meeting could legitimately authorize the expenditure of association funds to pay for a search party to seek out and find the missing members.
Second, the assembly can take a recess. A recess is simply a brief intermission in the meeting. This motion could be used to give time for the measures being taken to obtain a quorum to bear fruit, without forcing the meeting to remain in session for an extended period of time.
Third, the assembly can consider a motion to fix the time to which to adjourn. This is a privileged motion that has the effect of creating an adjourned meeting (that is, a continuation of the current meeting) to be held at some future time and date. This new time and date should be set so as to encourage a quorum of members to attend. Additionally, this motion can establish the location of the adjourned meeting, which again might make the meeting more attractive to members.
Lastly, the assembly can consider a motion to adjourn. This motion actually brings the current meeting to an end, either immediately or at some future time. In addition, this motion can specify the parameters of an adjourned meeting, just like the motion to fix the time to which to adjourn. This is the motion the assembly should use once it has given up all hope of seeing a quorum appear at the present meeting.
In addition, the assembly can consider other main and secondary motions that are reasonably subsidiary, incidental, or otherwise related to these permissible motions, or that are essential to the deliberative process. Two examples of the latter are the election of a temporary chairman or secretary if necessary, as mentioned above, and the raising of a point of privilege concerning the temperature in the meeting room. Examples of the former include: amending a motion, postponing a motion, referring a motion to a committee and appointing that committee, reconsidering a motion previously decided, limiting or extending the limits of debate, moving that a particular vote be taken by secret ballot, dividing the question, etc.
Further, if the members present believe that an emergency decision must be made and acted upon immediately, they can adopt whatever motions they deem necessary. However, if these motions exceed the scope of the permissible motions described above, then they are not officially binding on the association, and the members who support them are risking their own reputation and treasure. At a future meeting, with a quorum present, these irregular decisions can be considered and confirmed by ratification, which retroactively renders the decisions valid and correct.
In the end, meetings held without quorum have very little ability to make important decisions that are binding upon the association—and this fulfills the laudable purpose of the quorum rule. But, it is clear that inquorate meetings have a lot more power and authority, and should be handled in a much more formal manner, than is commonly believed.