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meeting with all members present


Trina

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In connection with this recent thread, particularly the discussion that started after post #17:

http://robertsrules....-small-company/

If an assembly meets, with all members present, and conducts business which would normally have required previous notice under the bylaws (and without explicitly suspending the rule requiring notice; following along with DHH's statement that such explicit suspension is unnecessary in that circumstance), how should attendance be documented in the minutes? Should it be documented at all? (Because, normally, the minutes do not contain that sort of information)

I'm thinking in terms of what happens if someone later claims that there were one or more absent members, and hence a p. 251 violation...

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In my view it doesn't need to be documented. I don't think it would be much different procedurally than if a member made a point of order at a later session that a quorum was not present when a vote was taken at an earlier meeting. They would need clear and convincing proof the entire membership was not present.

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In my view it doesn't need to be documented. I don't think it would be much different procedurally than if a member made a point of order at a later session that a quorum was not present when a vote was taken at an earlier meeting. They would need clear and convincing proof the entire membership was not present.

In this extremely unusual circumstance, I think that one (or both) of two things will most likely happen. Either (1), a point of order regarding lack of notice will be raised and ruled on by the chair, or (2), a counted vote will be taken, and if so and all members present do not vote, the chair should direct the Secretary to note in the minutes the number of members present who did not vote. If none of these things occur, the chair should direct the secretary to record the number of members present.

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One more question about a meeting with all members present --

A meeting takes place, all members are present (it's a fairly small group, and everyone can see that all the members are in the room). A motion is made that would normally require notice, and debate starts. Since the members realize that everyone is present, no one raises a point of order that the motion required previous notice.

Twenty minutes into debate, three of the members leave quietly for a previous appointment. Many of the remaining members see them go. Debate continues, amendments to the motion are made, and the motion is eventually adopted.

Any problems with this? And what goes into the minutes (in terms of documentation that all members were present when the motion was introduced)?

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One more question about a meeting with all members present --

A meeting takes place, all members are present (it's a fairly small group, and everyone can see that all the members are in the room). A motion is made that would normally require notice, and debate starts. Since the members realize that everyone is present, no one raises a point of order that the motion required previous notice.

Twenty minutes into debate, three of the members leave quietly for a previous appointment. Many of the remaining members see them go. Debate continues, amendments to the motion are made, and the motion is eventually adopted.

Any problems with this? And what goes into the minutes (in terms of documentation that all members were present when the motion was introduced)?

I don't have any clear-cut answers for this sort of a situation. I suspect that all members must be present at the time that any action is taken in order for that action to be valid (although the question of consent may be a factor).

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I don't have any clear-cut answers for this sort of a situation. I suspect that all members must be present at the time that any action is taken in order for that action to be valid (although the question of consent may be a factor).

If we presume that the presence of all members at the start of debate obviates the need for notice, then I believe the voluntary departure of some members would be analogous to the voluntary absence of members who had received proper notice in the usual way.

I.e., once a member has received due notice (or equivalent), it is not possible to be denotified.

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I suspect that all members must be present at the time that any action is taken in order for that action to be valid (although the question of consent may be a factor).

But at the heart of this is that notice is required to make a motion, not to second it, debate it, or vote on it. A motion to Object to Consideration of the Question may even be adopted before the second is offered, or the motion may be Postponed or Committed. An assumption can be made that all the steps will be followed through, but there's no guarantee it will happen at this meeting, and that is not part and parcel of the notice anyway.

Once the motion is moved, the effect of the notice is complete. With all members present at the time, and no Point of Order raised, the assembly has agreed to move on. Had notice been given, full attendance would not be required, nor would a member at the meeting be required to stay through to the vote once the motion was stated by the chair.

So, why the difference in this case, where the entire membership has (implicitly) agreed to Suspend the Rules and allow the motion? They had their chance to object to the lack of notice when it was moved. They didn't, the requirement of notice is now passed, and if anyone wants to leave before the vote, that is their option. But their leaving should not tie the hands of those who decide to remain.

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I don't have any clear-cut answers for this sort of a situation. I suspect that all members must be present at the time that any action is taken in order for that action to be valid (although the question of consent may be a factor).

This is surprising to me. I was leaning more toward the view elucidated by Mr. Foulkes and Mr. Novosielski.

In your opinion, if the assembly had first voted to suspend the rule requiring notice (near the start of the meeting, while all members were still in the room, in accordance with what is said at the top of p. 264) -- and I realize that it is your opinion that such a vote to suspend is not actually necessary in this situation -- would the assembly then be able to validly continue processing the un-noticed motion after the early departure of several members?

Or does the suspended rule pop into existence again once the departing members leave the meeting room?

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A rule protecting absentees isn't applicable unless there are absentees......your facts say there are absentees at time the vote was taken and in my view, the action is null and void and a point of order can be raised at any time. To me, the reason they left is irrelevant. There either are absentees or there aren't any.....why doesn't matter.

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A rule protecting absentees isn't applicable unless there are absentees......your facts say there are absentees at time the vote was taken and in my view, the action is null and void and a point of order can be raised at any time. To me, the reason they left is irrelevant. There either are absentees or there aren't any.....why doesn't matter.

Of course it matters.

We're speaking of notice here, not quorum. Notice protects absentees only to the extent that they may choose to attend a meeting, having been informed of what business would be discussed or acted upon. As long as they are informed and choose not to attend, their absence is not relevant to the conduct of business. The topic for which notice was given might be one that does not concern them in the least, and their failure to show up does not impede others from dealing with the subject, so long as a quorum is present.

In the instance where everyone is present, there is nobody else to be notified beyond those in the room, and if business is introduced that would normally require notice, the reason for that notice does not apply, since everyone is already present. If some of them are uninterested in the topic and choose to leave, this would not impede the remainder from dealing with the subject. They have received notice by being present when the motion was made.

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I didn't know the rules for absentees called for the presider/members to be mind readers as to why members become absent before the vote is taken. There either are absentees, or there are none....I'm not fond of shades of gray.

But the question is what it is protecting them from. If the requirement of notice is protecting their right to know when certain classes of business are to be considered so that they can take reasonable steps to be present, then they have no right to notice if they leave partway through, since they have already been informed and showed up for the consideraiton.

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I didn't know the rules for absentees called for the presider/members to be mind readers as to why members become absent before the vote is taken. There either are absentees, or there are none....I'm not fond of shades of gray.

I agree that the actual reason for their absence doesn't matter, for the most part. The reasoning behind the rule that would be affected one way or the other by their absence does matter. The reason for their absence would matter only with respect to whether it was voluntary, or whether they were excluded.

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Let's say that the required notice is 7 days, and all members are present when the motion requring such notice is made. Then a few members depart before the vote is put. Isn't "proper notice" still "7 days"? Would this be a continuing breach because of "improper notice"? Very interesting issue.

The typical rationale for a notice requirement is to afford the courtesy of allowing people enough time to arrange their affairs so that they can be present if the matter is important to them.

If they are already present at the meeting, then this is apparently not an issue, and the notice they received was enough to allow them to be there, as they were, in fact, already there.

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I agree that the actual reason for their absence doesn't matter, for the most part. The reasoning behind the rule that would be affected one way or the other by their absence does matter. The reason for their absence would matter only with respect to whether it was voluntary, or whether they were excluded.

Just to be clear, the departure of the three members (in post #4) is entirely voluntary.

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Just to be clear, the departure of the three members (in post #4) is entirely voluntary.

Belaboring this bothers me since Dan was right long ago that there may not be a clear cut answer here. With Trina's facts I certainly don't think any of the departed members will raise a subsequent point of order claiming their rights as absetnees were violated. They could have made a point of order anytime during it's consideration.

If they walked out because they were upset with no notice of the motion that's another story. So maybe "why" is a factor in what will happen and whether a subsequent point of order should be well taken.

Perhaps the only thing that's clear is the exact facts make a difference in the rule's application, as they always do...

Interesting topic.

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Belaboring this bothers me since Dan was right long ago that there may not be a clear cut answer here. With Trina's facts I certainly don't think any of the departed members will raise a subsequent point of order claiming their rights as absetnees were violated. They could have made a point of order anytime during it's consideration.

If they walked out because they were upset with no notice of the motion that's another story. So maybe "why" is a factor in what will happen and whether a subsequent point of order should be well taken.

Perhaps the only thing that's clear is the exact facts make a difference in the rule's application, as they always do...

Interesting topic.

Changing the situation (post #4) a bit:

A meeting takes place, all members are present (it's a fairly small group, and everyone can see that all the members are in the room). A motion is made that would normally require notice. Three of the members present have a previous appointment, and know that they will be leaving half an hour into the meeting. One of those members rises, and points out that the motion requires previous notice, and that no previous notice was given. They chair rules against the point of order -- since all members are present -- and the chair further points out that it is not necessary to formally suspend the rule about notice (following the reasoning of Mr. Honemann in this earlier thread:

http://robertsrules....-small-company/ ). One of the three members appeals from the ruling of the chair, and another one of the three seconds the appeal (thereby allowing relevant debate). The three members argue that they are interested in the motion; however, because there was no notice, they were not able to plan ahead adequately, and they will have to leave for their other commitment in half an hour. Despite the arguments of the three members, the assembly upholds the chair's decision on appeal.

Debate starts. Twenty minutes into debate, the three members get up to leave, but they don't leave quietly this time -- one calls out, "We have to go now, but we don't think it's fair for you to make this decision without us!" (The purpose of this part of the story is to make it clear that everyone else in the room notices their departure, and is reminded that these members wanted to participate in the debate and vote).

Debate continues, amendments to the motion are made, and the motion is eventually adopted.

Is there a problem now? Can the adopted motion later be challenged because the rule about notice was not followed?

To me, this seems to illustrate that the specific facts should make a difference in the application of the rule (as Mr. Honemann and Mr. Mervosh previously said). However, I'm curious how those posters who take the position that, basically -- 'notice is notice; and once notice has been given to all members, continued attendance is not required' -- respond to this changed scenario.

And I'm still curious whether it makes any difference if the assembly (in either scenario) had formally voted to suspend the rule requiring notice -- does the suspension last for the duration of the meeting (as it would under normal circumstances), or does the rule automatically pop into existence again as soon as any member walks out the door?

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Let's say that the required notice is 7 days, and all members are present when the motion requring such notice is made. Then a few members depart before the vote is put. Isn't "proper notice" still "7 days"? Would this be a continuing breach because of "improper notice"? Very interesting issue.

I think that I would regard this as a continuing breach. If a 2/3 vote without notice was required, I would not say those folks who left should somehow be counted because they knew a 2/3 vote was needed.

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Just because a rule that requires previous notice can be suspended when all members are present. Doesn't IMO mean that it automatically is just because all members are present .

So if a timely point of order is made that previous notice wasn't given the chair should rule that point of order is well taken but the chair can also point out that since all members present the rule can be suspended by unanimous consent.

IMO a rule that requires previous notice can only be suspended by unanimous consent and only when all members are present.

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Just because a rule that requires previous notice can be suspended when all members are present. Doesn't IMO mean that it automatically is just because all members are present .

So if a timely point of order is made that previous notice wasn't given the chair should rule that point of order is well taken but the chair can also point out that since all members present the rule can be suspended by unanimous consent.

IMO a rule that requires previous notice can only be suspended by unanimous consent and only when all members are present.

IYO, what is the timeliness involved here? When is it no longer in order to raise that Point of Order?

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Just because a rule that requires previous notice can be suspended when all members are present. Doesn't IMO mean that it automatically is just because all members are present .

So if a timely point of order is made that previous notice wasn't given the chair should rule that point of order is well taken but the chair can also point out that since all members present the rule can be suspended by unanimous consent.

IMO a rule that requires previous notice can only be suspended by unanimous consent and only when all members are present.

I would disagree with the unanimous consent requirement in any event. If the rule could be suspended, other methods of voting can be used.

I would probably agree, though I would like to hear counter arguments, that a timely Point of Order could be raised.

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