J. J.

I think you could reschedule them.

This comment begs the question. It is saying that this meeting could not be properly called, because it is not properly called. The assembly has determined that the bylaw exists to protect absentees and is not applicable when there are no absentees and when no one objects. There is an FPPL that action can only be taken at a properly called meeting, but this group has determined that this is a properly called meeting. Firstly, the assembly is the group that ultimately gets to make this interpretation when there is an ambiguity (p. 588, ll. 25-33). That there are multiple viewpoints on this indicates that there something that is not clear. As a side point of this, the assembly may have put the notice requirement sole intent to protect absentees, and not for any other purpose. (When I put a notice requirement into the bylaws, I do it solely for the purpose of protecting absentees. I do not have the intent of establishing notice to define what is a properly called meeting.) Secondly, so far as I can tell, this is a reasonable interpretation. In the scenario, the assembly has determined unanimously, that this a reasonable interpretation. I would say that a reasonable interpretation of a clause requiring notice for a meeting is to protect absentees. It is to assure that a subgroup could not meet and claim to act on behalf of the society. The rest of the argument that Josh put forward is dependent on this not being a properly called meeting. The assembly has determined that this is a properly called meeting.

I don't agree that is beside the point. The question is can the assembly effectively suspend this requirement? Can they make meeting valid? Well, they couldn't if it violated the right of absentees. Can the assembly look at this situation and decide, with the consent of everyone, that they are empowered to meet in this circumstance? I would have to conclude that: 1. They can decide that they are empowered to meet. 2. Even if, on a metaphysical level, the assembly does not have the ability to meet in this circumstance, there is no way to enforce that view, because everyone agrees that this assembly can meet under the circumstance. Here is a second case under the same rules: The president is incommunicado; he is out of town. The rest of the members call the meeting and give 6 days notice. Three days after this notice is sent, the president returns. He sees an absolute need for the special meeting, and approves of what the members did. Neither he, nor any other member, objects to the special meeting being held. Is this special meeting valid?

Or is part of the rule effectively "a rule in the nature of a rule of order?" You have hit upon an exception, disciplinary actions. That exception is much more likely to happen that there being no absentees and no objection to a shortened notice period. Perhaps a similar question would be if the notice requirement would do anything other than protect the rights of absentees.

My question is if this would be an example of a meeting that was "properly called" or not. We are given a scenario where the bylaws do authorize special meetings and give two constraints: 1. The president must be one to call the special meeting. 2. There must be five days notice. The second part, to me, relates solely to the protection of absentees. If there are no absentees and no member objects, the lack of a five day notice would not cause this to be an improperly called meeting. The failure of the president to be the one calling the meeting would render the meeting improper; a majority could not get together and issue the call. If there are no absentees and no member objects, just the lack of five day notice, should not render the meeting improper.

I agree with Mr. Brown. RONR notes that a vote will be null and void and subject to a point of order after the fact where there is a violation of "a rule in the bylaws requiring a vote to be taken by ballot (p. 251, ll. 21-22)." In such cases, a point of order may be raised while the breach is continuing. This would not be the case if the breach of the rules was not continuing, e.g. the member was suspended for one hour and the suspension had no detrimental effects to the member from then on.

Offering no disagreement, I would go a bit further and would question the propriety of foisting a parliamentarian upon an unwilling chair. The only possible exception would be if a position of "parliamentarian," with specific duties and powers, were created in the rules or bylaws. In some groups, the "Parliamentarian" is an elected officer and defined as such in the bylaws. That changes the definition pf a parliamentarian in RONR, p. 465 ff. Recently, I said that I regard myself as a "political appointee," to the extent that I am attached to the presiding officer and that when the presiding officer leaves office, I leave with him. I am often reappointed by the next presiding officer, but it his or her choice.

There are a few things that were incorporated into RONR from Parliamentary Law(PL). I was actually asked about the origin of one by a client about a month ago.

In some of these things, I'm more worried about bad faith than an honest mistake.

It is covered in Robert's 1923 work Parliamentary Law (p. 458). That was considered to be "in complete harmony" with the 4th edition.

This is basically a "thought experiment," where certain variables that could exist in real life are eliminated. In real life, you often do not have a situation where those variables are absolute. The can be questions on what conditions are needed to establish a quorum, on if that conditions that establish that quorum were actually met, and if there is "clear and convincing" evidence. In some cases, it becomes an evidentiary matter as to if there is "clear and convincing proof" that there was no quorum. In many real life cases, the absence of "clear and convincing proof" of the lack of a quorum would be sufficient to rule a point of order not well taken. In this case, when we discuss this, we set artificial conditions regarding those variables. There is a quorum defined in the bylaws, and there can be no reasonable opinion different to what that bylaw says constitute a quorum. The assembly, at this meeting, did not have this quorum, as a matter of absolute certainty. At the next meeting, there was absolute proof that the prior meeting did not have a quorum. In a thought experiment, eliminating those variables allows us to focus on just one part of a complex question, and the theory behind it.

Then there would be no such thing as breach of a continuing nature. It would be ended by, at worst, a point of order. In this case, the point of order, and possibly an appeal, has been made during an inquorate meeting. Has the assembly "legitimately decided" the issue? Assume that the assembly could decide the issue, but incorrectly decided it and it was one of those issues on p. 251 that would create a breach of a continuing nature. There would be nothing to prevent them fixing it at the next session. At the inquorate session a point of order is raised regarding the lack of quorum and found not well taken; the decision of the chair was sustained. At the next session, the point of order is raised that the last session lacked a quorum (and it is evident); the chair rules that the question had been decided. The chair's decisions that the question has been decided is appealed and overruled. The appeal is not subjected to reconsideration at that meeting. The chair then rules that yes, there was no quorum at the previous meeting and the business conducted at that meeting is void. His decision is appealed and this time sustained; there is no reconsideration of that motion either. That meeting adjourns. In that case, the business that has been conducted at the inquorate meeting is found to be void due to a lack of a quorum.

Yes, an appeal or question submitted to the assembly could be reconsidered, within a time frame, but points of order, where there was no appeal are included. There is also the problem reconsidering an appeal in a future session. The principle that " once an assembly has legitimately decided... that a rule (no matter what sort of rule) has or has not been violated in a particular instance, that decision (if not reversed upon reconsideration) is final as to that particular instance, although a different ruling may be made and upheld in any similar instance that may occur in the future," is effectively saying that once the session ends, there can be no longer be a continuing breach. The assembly is, ultimately, in control of its own rules and has the power to correct any mistake that is still occurring.

I have to go with the assembly always being able to correct its mistakes, while the mistakes are continuing. The 10th edition would permit the rescission of "precedent." That is no longer possible. I would question of how a point of order can be reconsidered.

On the first point, most business taken at an inquorate meeting will be invalid, because it violates absentee rights (p. 251, e,). Even if the assembly "erroneously" determines that no breach took place, that does not change the fact there was no quorum and that business was transacted that was taken in violation of absentee rights. The breach continues and can be corrected. Suppose that there was a quorum, but several members were excluded from the meeting improperly; the exclusion was sufficient to have effective the result. The meeting, still excluding the several members, sustains the chair's ruling that the exclusion was proper. Would that prevent the next meeting from correcting this breach? No, because the action is still a violation of the rules protecting absentees. In regard to the motion to Fix a Time to Adjourn, that motion may be adopted in the absence of a quorum.

Yes, I didn't hit the "e" hard enough.

A unanimous vote simply means that there is no opposition voiced on the motion, e.g. unanimous consent. A vote of on in favor, none against and 5,000 abstentions is a unanimous vote. Except for unanimous consent, RONR does not really discuss or require unanimous votes. You bylaws may define them, if they require them for something.

Maybe, but that is a legal question.

If she is an officer, see Chapter XX.

If there no absentees, it could be done without notice. That possibility is very unlikely.

It would depend on the rule.

It is a transference of votes, primarily. In many cases, however, a member grants his proxy and then does not attend the meeting. It can violate the "one-member-one-vote" rule, but also be a form of absentee voting.

Yes, a polling time and place can be set by motion. The result, unless your bylaws say otherwise, must be announced a meeting of the HOA; it may be necessary to hold another special meeting. The member who didn't vote at the meeting because he thought that he had given a proxy (but didn't) may vote at any time that the polls are open.

To me, the key is the term "eligible confessing members." That sets a parameter. There is a presumably finite group of these members, and these members are not the same as "eligible confessing members present and voting at a meeting" (or "votes cast") or the "eligible confessing members present at a meeting." I have to conclude that "eligible confessing members" means just that, all eligible confessing members. In looking at the change, the body specifically removed the term "votes cast." To use the standard language, the body only needed to strike one word, "majority." This, to me, indicates that the body did not wish to base its decision on an amendment to the bylaws on the number of "votes cast." I will concede that the group that adopted the bylaw may have made not understood the implication of adopting this; that does not change the plain wording of the amended text. Even looking at the history of this adoption, the assembly went out of the way to abolish the idea of basing this on just a percentage of the eligible confessing members voting or attending a meeting.

I do not see a problem either. Life membership generally entails a waiving of further dues and requires the person to be a member. Anyone reaching an age of NN that is not a member would not become one upon that birthday. Even if there were other qualifications, i.e. the member lives in a specific region, in a particular profession, or has attended a certain school, not everybody in that subgroup would necessarily be a member.