Improper vote and remedy to assembly

[J. J.]

2 hours ago, Gary c Tesser said:

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

If no one objected, and a majority of the membership, yes, I'm sure.  Even the person complaining seems to concede that an action was taken.

[Josh Martin]

2 hours ago, Gary c Tesser said:

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

We are told that "the club president simply asked for those in favor and then if there was any objections." That actually sounds like a vote to me, since the President asked for those in favor as well, but even if not, asking "if there was any objections," and there are no objections, certainly sounds like unanimous consent. So far as I can tell, no one is disputing this. Instead, they take issue with the fact that no motion was made or seconded, and no formal vote was taken. These issues do not constitute continuing breaches. The lack of notice would, if there was less than a majority of the entire membership present.

[J. J.]

3 hours ago, Josh Martin said:

We are told that "the club president simply asked for those in favor and then if there was any objections." That actually sounds like a vote to me, since the President asked for those in favor as well, but even if not, asking "if there was any objections," and there are no objections, certainly sounds like unanimous consent. So far as I can tell, no one is disputing this. Instead, they take issue with the fact that no motion was made or seconded, and no formal vote was taken. These issues do not constitute continuing breaches. The lack of notice would, if there was less than a majority of the entire membership present.

I don't disagree at all.

However, it has been my experience that want to challenge an action often cite a rule, the violation of which does not invalidate the action.  In this case the secretary might be looking for some ground to challenge the adoption of the amendment, and chose the "there were no motions made" argument.  It is not the first time I have heard this argument used(and yes I wrote something on it in the 1990's). 

The sole question that could invalidate the amendment is if a majority of the entire membership was not present.  In some organizations, that would be a near impossibility, while in others it might occur at nearly every meeting. 

[Gary c Tesser]

6 hours ago, Josh Martin said:

We are told that "the club president simply asked for those in favor and then if there was any objections." That actually sounds like a vote to me, since the President asked for those in favor as well, but even if not, asking "if there was any objections," and there are no objections, certainly sounds like unanimous consent. So far as I can tell, no one is disputing this. Instead, they take issue with the fact that no motion was made or seconded, and no formal vote was taken. These issues do not constitute continuing breaches. The lack of notice would, if there was less than a majority of the entire membership present.

Josh, you are giving details to what I summarized --would you agree?

[DonB]

Thanks everyone for your input. I just left a meeting in which we required the secretary to replay the tape of the annual meeting that was held in the beginning of August

After listening to the tape is was determined there was no vote whatsoever taken to accept the new bylaws in any way. There was a majority of the membership present. I suppose the chair at the time forgot that he did not call for a vote. Only a discussion had taken place.  He has since resigned.

Since no vote was taken, we declared the previous  bylaws still valid and closed the matter. The proposed bylaws were riddled with so many errors anyway we chose not to re-submit then to the membership.  At our next annual meeting we will review changes to our bylaws and add a bylaws admendment procedure.

Sorry for misleading you that a vote had been taken place even though I thought it was an improper vote. I had been misinformed, this is why we required the secretary to replay the tape.

 This was the first time that I had to deal with parliamentary procedures. All of your comments were extremely helpful in understanding what was the required path for resolving this issue.

 

Thanks again

DonB

[Josh Martin]

12 hours ago, Gary c Tesser said:

Josh, you are giving details to what I summarized --would you agree?

I understood your post to be questioning the idea that unanimous consent was obtained. I did not agree with this, at least until the OP's most recent post. It now seems your concerns may have been prescient.

12 hours ago, DonB said:

Thanks everyone for your input. I just left a meeting in which we required the secretary to replay the tape of the annual meeting that was held in the beginning of August

After listening to the tape is was determined there was no vote whatsoever taken to accept the new bylaws in any way. There was a majority of the membership present. I suppose the chair at the time forgot that he did not call for a vote. Only a discussion had taken place.  He has since resigned.

Since no vote was taken, we declared the previous  bylaws still valid and closed the matter. The proposed bylaws were riddled with so many errors anyway we chose not to re-submit then to the membership.  At our next annual meeting we will review changes to our bylaws and add a bylaws admendment procedure.

Sorry for misleading you that a vote had been taken place even though I thought it was an improper vote. I had been misinformed, this is why we required the secretary to replay the tape.

 This was the first time that I had to deal with parliamentary procedures. All of your comments were extremely helpful in understanding what was the required path for resolving this issue.

Whether a vote was taken is not the only question. Are you saying that there was no vote and no request for unanimous consent? That is, the chair did not ask if there were any objections?

[J. J.]

46 minutes ago, Josh Martin said:

I understood your post to be questioning the idea that unanimous consent was obtained? I did not agree with this, at least until the OP's most recent post. It now seems your concerns may have been prescient.

Whether a vote was taken is not the only question. Are you saying that there was no vote and no request for unanimous consent? That is, the chair did not ask if there were any objections?

Again agreeing.  If the chair said, "If there is no objection, the revision is adopted," or something to that effect, this was adopted,

[Greg Goodwiller, PRP]

On 8/19/2017 at 8:59 PM, DonB said:

No one spoke up and indictated that they had a problem with the new rules. Everyone assumed the new rules packaged passed.

 

On 8/21/2017 at 3:45 PM, Gary c Tesser said:

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

It sure sounds to me as though however "chaotic" it might have been, no one objected in any way (as in, offered anything in the nature of a point of order). If that is the case, then any error was only procedural, and would have to have been raised immediately after the vote. 

[Shmuel Gerber]

On 8/22/2017 at 6:22 PM, Greg Goodwiller said:

 

It sure sounds to me as though however "chaotic" it might have been, no one objected in any way (as in, offered anything in the nature of a point of order). If that is the case, then any error was only procedural, and would have to have been raised immediately after the vote. 

But if the chair failed to call for a vote, failed to obtain unanimous consent, and failed to announce that anything was adopted or rejected, then what was actually done? I'd say probably nothing, so the fact that no one raised a point of order that nothing was actually done would seem to be inconsequential.

[Dan Honemann]

5 hours ago, Shmuel Gerber said:

But if the chair failed to call for a vote, failed to obtain unanimous consent, and failed to announce that anything was adopted or rejected, then what was actually done? I'd say probably nothing, so the fact that no one raised a point of order that nothing was actually done would seem to be inconsequential.

The facts were originally said to be as follows: 

"After a discussion on a package of changes to the bylaws during the annual meeting of a small club, the club president simply asked for those in favor and then if there was any objections then closed the meetng. No one spoke up and indictated that they had a problem with the new rules. Everyone assumed the new rules packaged passed."

It appears that this club meets monthly, that this event occurred at the meeting held earlier this month, and that this meeting in August was the "annual meeting" at which bylaw changes may be considered and adopted.

We are now told that, at another, more recent meeting, there was a “replay” of the tape of the annual meeting held earlier this month, and that, after listening to the tape, the group that was meeting (we are not told who met, perhaps it was the Board), determined that there was “no vote whatsoever taken to accept the new bylaws in any way”, and that only a discussion had taken place. We are also told that this group that was meeting “declared the previous bylaws still valid and closed the matter”, and that at the next annual meeting they will review changes to their bylaws and add a bylaws amendment procedure.

I have no idea what actually happened at the annual meeting, and if this more recent meeting was not a regular or properly called meeting of this club’s membership, I don’t think that anything of any significance has occurred since the annual meeting. I suppose that the club’s membership will decide what happened at its annual meeting when it approves the minutes of that meeting at its next monthly meeting in September.

[Shmuel Gerber]

1 hour ago, Daniel H. Honemann said:

The facts were originally said to be as follows: 

"After a discussion on a package of changes to the bylaws during the annual meeting of a small club, the club president simply asked for those in favor and then if there was any objections then closed the meetng. No one spoke up and indictated that they had a problem with the new rules. Everyone assumed the new rules packaged passed."

It appears that this club meets monthly, that this event occurred at the meeting held earlier this month, and that this meeting in August was the "annual meeting" at which bylaw changes may be considered and adopted.

We are now told that, at another, more recent meeting, there was a “replay” of the tape of the annual meeting held earlier this month, and that, after listening to the tape, the group that was meeting (we are not told who met, perhaps it was the Board), determined that there was “no vote whatsoever taken to accept the new bylaws in any way”, and that only a discussion had taken place. We are also told that this group that was meeting “declared the previous bylaws still valid and closed the matter”, and that at the next annual meeting they will review changes to their bylaws and add a bylaws amendment procedure.

I have no idea what actually happened at the annual meeting, and if this more recent meeting was not a regular or properly called meeting of this club’s membership, I don’t think that anything of any significance has occurred since the annual meeting. I suppose that the club’s membership will decide what happened at its annual meeting when it approves the minutes of that meeting at its next monthly meeting in September.

I agree with all of that (hey, I did say "if…”), but I think the playing of the tape is significant to us here on the forum, since it apparently (maybe?) changed the OP's recollection of what really happened.

What I wished to emphasize with my earlier response is that nothing can be inferred from a lack of an objection or from the failure of anyone to raise a point of order IF there was no indication that some action was actually taken to begin with.

[Gary c Tesser]

10 hours ago, Shmuel Gerber said:

But if the chair failed to call for a vote, failed to obtain unanimous consent, and failed to announce that anything was adopted or rejected, then what was actually done? I'd say probably nothing, so the fact that no one raised a point of order that nothing was actually done would seem to be inconsequential.

Great Steaming Cobnuts, SG is for once agreeing with me that chaos is chaos.  (Cf. Gary's Rules of Chaos.  Reg. Penna. Dept. Agr.)

[Gary c Tesser]

On 8/22/2017 at 9:33 AM, Josh Martin said:

It now seems your concerns may have been prescient.

No, I was just paying more attentive attention.