I’ve previously remarked on the different usages attached to the word “adjourn”. Often a meeting will end with a motion to adjourn. Sometimes, a meeting will be prorogued – that is, continued to another date. ”Adjourn” is derived from the Latin words “ad” and “diurnus”, meaning “to” and “daily” (a diurnal flower opens only during the day). The word came into the English language through Old French “ajorner” (“soup du jour” is the soup of the day). Based on etymology, an adjournment is a moving a meeting to another day. This is the meaning given by William Shakespeare to Cardinal Campeius (Lorenzo Campeggio) when in Act II, Scene 4 of Henry VII Katherine of Aragon leaves her divorce proceedings:
So please your highness, The queen being absent, ’tis a needful fitness That we adjourn this court till further day:
Strangely, many meetings end with a motion to adjourn. Those inclined to greater precision might move to adjourn the meeting sine die (i.e, without a day - ”diurnus” is an adjective derived from the Latin word for day, “dies”). Thus, when a motion to adjourn sine die is reduced to its original meaning, it becomes a motion to move to a day without a day!
Corporations Code Section 602(b) allows for either meaning. It provides:
The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum or, if required by this division or the articles, the vote of a greater number or voting by classes.
If “adjournment” means the end of the meeting, the statute simply allows shareholders to continue to transact business even though some shareholders have left a quorum has been lost. In this case, the “until adjournment” is stating the obvious – no shareholder action can be taken after the meeting has ended. If “adjournment” means until such time as the meeting is continued, then the statute’s special dispensation for quorumless action ends when the meeting is continued.
In a future post, I’ll discuss the question of who has the power to decide to adjourn a meeting.