suspend the rules

[Guest guest TT]

Is it ever ok to suspend the rules related to quorum when a quorum is not present and continue with the meeting which involves election of officers? It's my understanding that this is not ok according to RONR and that any business at that meeting is null and void. If it did occur, and a poiint of order is raised at the next meeting, is there any way to still accept the business from that original meeting (the one without a quorum where elections occured)? Or must the organization consider the business (election of officers) null and void and conduct elections again following bylaws?

[Chris Harrison]

The actions taken can be ratified (RONR pp. 124-125).

[Guest guest TT]

What is the procedure for ratification of action taken without a quorum?

[jstackpo]

Next meeting, when you have a quorum, move to "ratify" the action.

[Bruce Lages]

Your understanding of RONR is correct, in that any business transacted in the absence of a quorum is null and void (RONR/11, p. 347). SInce you indicate that this business included the election of officers, you might want to think carefully about whether you really want to ratify that election. The purpose of a quorum is to protect against "totally unrepresentative action in the name of the body by a unduly small number of persons" (RONR/11, p.21). So, what you have done is allow a number of members whom your organization considers as 'unduly small' to carry out an important action in electing your officers. Depending on how small that number actually was, it might be worthwhile to consider redoing the election with a larger, and presumably more representative, number of members.

[Rob Elsman]

Your understanding of RONR is correct, in that any business transacted in the absence of a quorum is null and void (RONR/11, p. 347). SInce you indicate that this business included the election of officers, you might want to think carefully about whether you really want to ratify that election. The purpose of a quorum is to protect against "totally unrepresentative action in the name of the body by a unduly small number of persons" (RONR/11, p.21). So, what you have done is allow a number of members whom your organization considers as 'unduly small' to carry out an important action in electing your officers. Depending on how small that number actually was, it might be worthwhile to consider redoing the election with a larger, and presumably more representative, number of members.

I certainly agree with these sentiments; however, as a practical matter, it is going to be difficult to come up with the "...clear and convincing proof...", RONR (11th ed.), p. 349, ll. 21-28, necessary to invalidate retrospectively any actions taken at the meeting.

[alanh49]

If the bylaws required the election to be by ballot would a motion ratify also have to be by ballot?

[Rob Elsman]

If the bylaws required the election to be by ballot would a motion ratify also have to be by ballot?

In my opinion, a motion in the "yes/no" form to ratify the election is not in order. The election procedure has to be repeated, with all the candidates included, and a requirement in the bylaws that the vote be taken by secret ballot must be observed.

[Gary Novosielski]

You could also run afoul of previous notice or other requirements for elections, as proposing to ratifying an election is tantamount to holding one, and would be subject to any bylaws or special rules of order pertaining to elections.

If these rules could have been suspended had a quorum been present, the ratification could proceed, but the vote threshold would be raised to two-thirds.

But it is not possible to ratify an election which violated a bylaws requirement, such as ratifying a voice vote when the bylaws require a ballot vote.

[RONR p. 103, ll. 18-31]

[RONR p. 125, ll. 6-20]

[Gary Novosielski]

If the bylaws required the election to be by ballot would a motion ratify also have to be by ballot?

Excellent question, and I would say Yes.

[Guest guest TT]

My question about ratifying the action taken without a quorum was to be prepared when I raise the Point of Order that without a quorum, business should not have proceeded. The leadership of this organization has not been transparent in the business and has not informed members properly. At the meeting where elections took place, not only were the rules suspended related to quorum, bylaw procedures for elections were not followed. The bylaws stated that the nomination committee is to inform members prior to the election date of the slate of nominees. This did not occur. 5 days prior to the election date, I emailed leadership requesting that the slate of nominees be posted and was told "we do not do that because we take nominations from the floor", After the meeting, I reviewed the bylaws again and requested clarification from the state level of the organization. the response was that bylaws were in fact not followed but because it was not raised at the meeting at election time, the election results stand. Apparently my raising the concern prior was not sufficient. Now, the leadership is proposing several bylaw changes, one of which is to eliminate the requirement of the committee to notify members of the slate of nominees prior to the meeting. The next meeting of the organization is coming up and I've been reading up on RONR and discovered the rule about quorum. If after I raise the Point of Order related to lack of quorum at the previous meeting, someone moves to ratify the election, I want to be prepared to address reasons not to ratify. It sounds like the vote to ratify should be by ballot (the election was ballot). If the bylaws state that members are to be informed prior to election date, then the election could not take place at the present meeting.

[J. J.]

My question about ratifying the action taken without a quorum was to be prepared when I raise the Point of Order that without a quorum, business should not have proceeded. The leadership of this organization has not been transparent in the business and has not informed members properly. At the meeting where elections took place, not only were the rules suspended related to quorum, bylaw procedures for elections were not followed. The bylaws stated that the nomination committee is to inform members prior to the election date of the slate of nominees. This did not occur. 5 days prior to the election date, I emailed leadership requesting that the slate of nominees be posted and was told "we do not do that because we take nominations from the floor", After the meeting, I reviewed the bylaws again and requested clarification from the state level of the organization. the response was that bylaws were in fact not followed but because it was not raised at the meeting at election time, the election results stand. Apparently my raising the concern prior was not sufficient. Now, the leadership is proposing several bylaw changes, one of which is to eliminate the requirement of the committee to notify members of the slate of nominees prior to the meeting. The next meeting of the organization is coming up and I've been reading up on RONR and discovered the rule about quorum. If after I raise the Point of Order related to lack of quorum at the previous meeting, someone moves to ratify the election, I want to be prepared to address reasons not to ratify. It sounds like the vote to ratify should be by ballot (the election was ballot). If the bylaws state that members are to be informed prior to election date, then the election could not take place at the present meeting.

The lack of the report of the nominating committee would not invalidate the election.

[Gary Novosielski]

Yes, the general rule is that an assembly can only ratify those actions which it would have had the power to authorize in advance.

So it cannot ratify, for example a motion to suspend the quorum requirement. (Well, technically it might, if every member were present, but that's probably unlikely.)

[alanh49]

The lack of the report of the nominating committee would not invalidate the election.

Also if the motion to ratify is voted down I'm not so sure that the election could not take place at the same meeting because if the previous meeting had just adjourned like it should have the election would have been unfinished business at the next meeting provided no more than a quarterly time interval has passed.

[Gary Novosielski]

the response was that bylaws were in fact not followed but because it was not raised at the meeting at election time, the election results stand. Apparently my raising the concern prior was not sufficient.

That's true. Even if the chair responds to a Parliamentary Inquiry that a particular action would or would not be in order, you have no grounds to raise a Point of Order unless the action is attempted, or the chair actually rules on it non-hypothetically.

.

Now, the leadership is proposing several bylaw changes, one of which is to eliminate the requirement of the committee to notify members of the slate of nominees prior to the meeting.

Well, if the nominating committee has not been in use for some time in real life, it may be time to change the bylaws to reflect reality. But amending the bylaws now would not excuse any past failures to do something that was required in the past. But there's not much remedy available in this instance. In any case, be very sure that the bylaws are being followed in regards to the rules for their own amendment, and raise any points of order in a timely manner. Even well-taken points of order must (usually) be timely [RONR p. 250]

The next meeting of the organization is coming up and I've been reading up on RONR and discovered the rule about quorum. If after I raise the Point of Order related to lack of quorum at the previous meeting, someone moves to ratify the election, I want to be prepared to address reasons not to ratify. It sounds like the vote to ratify should be by ballot (the election was ballot). If the bylaws state that members are to be informed prior to election date, then the election could not take place at the present meeting.

I'd agree that the failure of the nominating committee to report would not have been enough to prevent the election from being held, if nominations from the floor were allowed. But the motion to Ratify is debatable, so you can make whatever arguments you believe would be persuasive to the majority. Same goes for the motion to Appeal (§24) from the decision of the chair. [RONR p. 255ff.] That's one you should study up on.

[Trina]

My question about ratifying the action taken without a quorum was to be prepared when I raise the Point of Order that without a quorum, business should not have proceeded. The leadership of this organization has not been transparent in the business and has not informed members properly. At the meeting where elections took place, not only were the rules suspended related to quorum, bylaw procedures for elections were not followed. The bylaws stated that the nomination committee is to inform members prior to the election date of the slate of nominees. This did not occur. 5 days prior to the election date, I emailed leadership requesting that the slate of nominees be posted and was told "we do not do that because we take nominations from the floor", After the meeting, I reviewed the bylaws again and requested clarification from the state level of the organization. the response was that bylaws were in fact not followed but because it was not raised at the meeting at election time, the election results stand. Apparently my raising the concern prior was not sufficient. Now, the leadership is proposing several bylaw changes, one of which is to eliminate the requirement of the committee to notify members of the slate of nominees prior to the meeting. The next meeting of the organization is coming up and I've been reading up on RONR and discovered the rule about quorum. If after I raise the Point of Order related to lack of quorum at the previous meeting, someone moves to ratify the election, I want to be prepared to address reasons not to ratify. It sounds like the vote to ratify should be by ballot (the election was ballot). If the bylaws state that members are to be informed prior to election date, then the election could not take place at the present meeting.

No one should be moving to ratify anything after you raise the point of order. The point of order must be dealt with first -- no one should be allowed to pop up with some other motion while that process goes on. Or, to put it more precisely, although point of order does yield to privileged motions (this is a small category of motions, which includes the motion to adjourn), it does not yield to subsidiary motions. So no one, for example, should be allowed to move to postpone consideration of the point of order to a later time. Also, a point of order 'is not debatable -- but with the chair's consent, a member may be permitted to explain his point and knowledgeable or interested members can be heard by way of explanation.' (RONR 11th ed. p. 249 ll. 18-21). So people shouldn't be standing up with suggestions like, "instead of doing this as a point of order, why don't we just go ahead and ratify the decisions we made at the last meeting." That's attempted debate... and not even germane (i.e. relevant) to the violation which the point of order is challenging.

If the chair rules in favor of the point of order (since voting at a meeting without quorum constitutes what is called a continuing breach (see RONR 11th ed. p. 251(e)), the action previously taken becomes null and void. At that point there would be nothing left to ratify. If the chair rules against the point of order, a member can appeal from the ruling of the chair (the appeal requires a second, and it is debatable). You should read up on point of order and appeal, in order to be better prepared. Also, keep in mind that no matter how right you are, parliamentary procedure is basically a majority rule system -- so it's a good idea to do some educating and recruiting ahead of time, so other members know enough to support your position at the meeting.

The main point I was trying to make, though, is that the question of ratification shouldn't properly come up while the chair (and the assembly) deal with the point of order challenging the conduct of an election at an inquorate meeting.

[Dan Honemann]

No one should be moving to ratify anything after you raise the point of order. The point of order must be dealt with first -- no one should be allowed to pop up with some other motion while that process goes on. Or, to put it more precisely, although point of order does yield to privileged motions (this is a small category of motions, which includes the motion to adjourn), it does not yield to subsidiary motions. So no one, for example, should be allowed to move to postpone consideration of the point of order to a later time. Also, a point of order 'is not debatable -- but with the chair's consent, a member may be permitted to explain his point and knowledgeable or interested members can be heard by way of explanation.' (RONR 11th ed. p. 249 ll. 18-21). So people shouldn't be standing up with suggestions like, "instead of doing this as a point of order, why don't we just go ahead and ratify the decisions we made at the last meeting." That's attempted debate... and not even germane (i.e. relevant) to the violation which the point of order is challenging.

If the chair rules in favor of the point of order (since voting at a meeting without quorum constitutes what is called a continuing breach (see RONR 11th ed. p. 251(e)), the action previously taken becomes null and void. At that point there would be nothing left to ratify. If the chair rules against the point of order, a member can appeal from the ruling of the chair (the appeal requires a second, and it is debatable). You should read up on point of order and appeal, in order to be better prepared. Also, keep in mind that no matter how right you are, parliamentary procedure is basically a majority rule system -- so it's a good idea to do some educating and recruiting ahead of time, so other members know enough to support your position at the meeting.

The main point I was trying to make, though, is that the question of ratification shouldn't properly come up while the chair (and the assembly) deal with the point of order challenging the conduct of an election at an inquorate meeting.

The main point that you make is a good one, but I'm having a bit of trouble with "If the chair rules in favor of the point of order (since voting at a meeting without quorum constitutes what is called a continuing breach (see RONR 11th ed. p. 251(e)), the action previously taken becomes null and void. At that point there would be nothing left to ratify."

You don't really mean this, do you?

[Gary Novosielski]

If the chair rules in favor of the point of order (since voting at a meeting without quorum constitutes what is called a continuing breach (see RONR 11th ed. p. 251(e)), the action previously taken becomes null and void. At that point there would be nothing left to ratify.

Oooh. The action was already null and void. The point of order (presuming it was well taken, which it appears to be) merely confirms that fact. The assembly could still ratify the results of the election though.

The main point I was trying to make, though, is that the question of ratification shouldn't properly come up while the chair (and the assembly) deal with the point of order challenging the conduct of an election at an inquorate meeting.

And that's certainly true.

[Trina]

Oooh. The action was already null and void. The point of order (presuming it was well taken, which it appears to be) merely confirms that fact. The assembly could still ratify the results of the election though.

Yes, I phrased it badly. Thanks for clarifying.

[Trina]

The main point that you make is a good one, but I'm having a bit of trouble with "If the chair rules in favor of the point of order (since voting at a meeting without quorum constitutes what is called a continuing breach (see RONR 11th ed. p. 251(e)), the action previously taken becomes null and void. At that point there would be nothing left to ratify."

You don't really mean this, do you?

Unfortunately, I did . I have an ongoing blind spot about the meaning of 'null and void' -- I keep thinking it is essentially equivalent to wiping out the offending action (as if it didn't happen). Clearly that isn't so.

I do think it makes a lot more sense to run the election properly from scratch, rather than trying to ratify a previous act that was just found null and void (and then going through the probably confusing arguments about required notice, use of ballots, etc. that have been mentioned earlier in this thread), but I see that someone could still move to ratify the previous act.