Richard Brown

I agree with Mr. Katz. Have your meeting/party as (perhaps improperly) scheduled. If someone raises a point of order that it's an invalid meeting, the chair can rule the point not well taken (I can't really conceive of him agreeing that it's an invalid meeting). If his decision gets appealed, it will almost certainly (in my opinion) be sustained on appeal by an overwhelming vote and that will be that. Party on. And if the chair should rule that the point of order is well taken and the meeting is invalid, I would be willing to bet money that his decision would be reversed on appeal and the group will party on. I can't give you a page cite because that's not in RONR. But it's what I would do. And I have a hunch it is what General Robert would do, too, although he might suggest having some sort of email vote to "ratify" the decision on the next meeting. And for you sticklers, I'm using the word "ratify" in the loosest non-RONR fashion. Edited to add: I'm basing my answer at least on part on General Robert's answer to question 107 on page 452 of Parliamentary Law. In short, I would paraphrase what the General said as "sometimes you gotta do what you gotta do" in order for the organization to continue to function.

I just read the applicable bylaw provisions and I agree. It seems that for mail ballots, at least two-thirds of the voting members must return ballots. A majority vote is required for election, but the vote this apparently not valid unless 2/3 of the members return ballots. As I am sure guest Tony realizes by now, that is a pretty high threshold. The organization might want to consider doing a way with that requirement completely.

I don't know, but I think that is a should rule, not a must rule, anyway. 😉

Hmmm. I'm not so sure. Although unorthodox, I think the society could adopt a rule (standing rule? Special rule of order? Bylaw amendment?) to the effect that the email record of the"meeting" shall serve as the minutes... or even that there shall be no minutes other than the email record. This would be especially so if the provision is in the bylaws. I'm not advocating such a procedure, but the original poster asked if that procedure is possible. I think it is. Edited to add: since this is a condo association, it might be subject to certain state laws. If state law requires that minutes be kept, then minutes must be kept.

What exactly do your bylaws say about this two thirds vote requirement? Please quote the entire provision exactly, don't paraphrase. You might not be interpreting it correctly.

Can you try clarifying your question? I don't understand what you are asking.

Thanks. I have quoted that statement several times before and have always described it as "one of the unnumbered pages at the front of the book". Referring to it as page vii makes sense and causes the first actual page to be page i.

I think the chair should point out that the motion conflicts with a previously adopted motion and would be out of order and ask the mover if he wants to re-word his motion to make it a motion to rescind something previously adopted. If the mover does so, fine. If he says, "No, I want to leave it as it is", then the chair should rule it out of order at that point.

I disagree. I think the 11th edition is the parliamentary authority. About the 4th unnumbered page at the front of the 11th edition, below where it says "Cite this Book", the following language appears: "This Eleventh Edition supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe "Robert's Rules of Order," "Robert's Rules of Order Revised," "Robert's Rules of Order Newly Revised," or "the current edition of" any of these titles, or the like, without specifying a particular edition."

There have been a few threads in this forum discussing the meaning of "majority of a quorum" and "majority of the quorum". If you find those threads by doing a search or do a google search and review the history of the term, I think you will find that the generally accepted definition is just what Dr. Goodwiller stated: a regular majority vote, assuming the presence of a quorum. It is considered antiquated now and we all recommend STRONGLY that it be avoided. Ultimately, however, if it is contained in your bylaws, it is something your own membership will have to decide.

Perhaps I'm throwing a monkey wrench into things (or maybe not....), but were any of the candidates declared elected by the chair? If so, regardless of the irregularities the OP has cited, it might be too late to do anything about it now... or at least as to those candidates who were declared elected. However, if the ballots have been preserved, it may be possible for the society to order a recount as provided on pages 418-419.

I agree with the previous responses. Rather than simply canceling one or more meetings, I would suggest "re-scheduling" them to a date which coincides with other dog events as specifically permitted by your bylaws. I would use one motion to reschedule both the June and July meetings to a date that coincides with the desired event. Or you can reschedule them separately.

I agree with Dr. Stackpole. It looks to me like the drafters intended that some meeting dates might be changed. I also agree that it is probably better to "change" or "reschedule" a meeting than to vote not to have one. I also agree with Mr. Huynh that if it is not clear to your members what your rules mean, they should probably be amended to make them clear.

I'm not sure what the original poster is asking, but based on what I do understand, I agree with the previous answers and would point out that if the president, or anyone else, wants only a few of the "participants" to get together and talk things out, that is perfectly permissible, but it will not be an official meeting of the society in any form or fashion. It would be no different from going down the street to Joe's bar to hash some things our over a couple of beers after a meeting. Or a few members going out for coffee or lunch. Private gatherings to discuss club business are not prohibited, but they are not in any way official meetings and no official club action can be taken. They sometimes work well to "clear the air", however.

Perhaps Guest Diana is thinking about this provision on page 237 of RONR regarding the adjournment of a body that will end the term of some of its members: "When the adjournment closes a session in a body that will not have another regular session within a quarterly time interval (see pp. 89–90), or closes a session that ends the term of all or some of the members (as may happen in an elected legislative assembly or in a board): Matters temporarily but not finally disposed of, except those that remain in the hands of a committee to which they have been referred (see p. 90, l. 9 to p. 91, l. 16), fall to the ground.* They can, however, be introduced at the next session, the same as if they had never before been brought up. " That provision does not mean that all motions previously adopted suddenly become null and void. It means simply that most unfnished business falls to the ground and may be introduced anew at the next session. Motions which might have been postponed from the last session of the outgoing officers, for example, do not carry over to the next session but fall to the ground. The same could be said for items laid on the table. Matters which have been referred to a committee for further study, however, do carry over.

I think the purpose of the rule requiring notice of a special meeting is clearly and solely to ensure that all members receive the notice so that they can attend the meeting if possible. When all members attend the meeting without objection, there is no one to protect and I believe the rule should be considered waived.

I agree with JJ's rationale. That was the basis for my conclusion in my original post / question that the meeting was properly held and that any motions adopted at the meeting would be valid. I view the sole purpose of the rule to be to protect the rights of absentees and, perhaps, to enable as large a number of members as possible to attend and to ensure that a quorum will likely be present. I also agree with guest Zev that where 100% of the members agree with the need for the special meeting and willingly attend the meeting without objection and vote unanimously to adopt the motion which was the subject of the meeting, there should be no issue with the validity of the meeting or of the motions adopted at said meeting. Edited to add: I also view the rule as a rule of order and to protect absentees. Where there are no absentees, there is no one to protect. The rule should have no applicability in such a situation.

In order to vote, a provision authorizing it would have to be in the bylaws. However, I believe a special rule of order could probably permit non-members to attend meetings and even to speak in debate under whatever circumstances the rule provides. RONR provides that by majority vote guests can be allowed to attend and to speak at meetings and that the rules can be suspended to permit a guest to participate in debate. So, it seems to me the same thing could be accomplished by a special rule of order, though I don't know that i would recommend it.

I'm wanting confirmation (or a correction!) as to what I believe the rule to be regarding not giving proper notice of a special meeting but all members attend without objection and adopt a motion which was the subject of the special meeting. Facts: Bylaws require at least five days notice of a special meeting of the executive board, The president can call special meetings. Due to an unexpected emergency which requires action in less than five days, only one day's notice of the special meeting is given, but all members of the executive board attend, without objection, and vote to adopt the resolution which is the subject of the special meeting. Is the special meeting and the adoption of the resolution valid, assuming there are no other issues? It is my understanding that if all members are present with no absentees and if all members consent to the meeting and no one objects to the short notice, that the meeting and the adoption of the resolution are valid. I base this primarily on what I recall from other discussions on this board and also on pages 263-264 of RONR, particularly this provision from the bottom of p. 263 and top of 264: "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting [page 264] business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." 1. Is my understanding correct that if there are no absentees and if no one objects, the meeting and business conducted there are valid (provided there is no other issue)? 2, What about as to business conducted without objection which was not mentioned in the call of the special meeting?

Without knowing more, it's still hard to give a definitive answer. For example, if the bylaws grant the chair and vice chair the authority to do whatever is at issue, a motion which conflicts with that bylaw provision and attempts to assign that duty to someone else would be null and void as being in conflict with the bylaws. In he normal situation, however, I would say that if the motion does not conflict with a higher level rule and assigns a particular duty or power to certain named individuals, others, including the chair and vice chair, would have not authority to act in lieu of those designated by the motion.

What do you mean by "act on their own"? What kind of "action"?

And what, if anything, do your own rules and bylaws say about previous notice?

Please give us the complete sentences, verbatim, where these two provisions appear. Paraphrasing and giving small snippets of a bylaw provision can sometimes be misleading. It helps us to be able to read the complete sentence... and sometimes the complete provision... at issue rather than just a part of it. Please quote exactly. Don't change a word or a punctuation mark. Don't make grammatical corrections. Quoting a bit more from the bylaws may not change anything we say.... but sometimes it does.

I agree with Dr. Stackpole.

According to RONR, if the bylaws require a ballot vote, that provision cannot be waived or suspended. RONR , p. 251. I believe the vote was invalid. Whether you may (or must) vote again or if it is too late I cannot tell you based on the information you gave us. Stay tuned. Others May disagree or want to add more information