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Alexis Hunt

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  1. All right, I'll have to go through in detail for more, but here's the one that made me post this in the first place: Here's what my first read interpretation of this glorious passage says: Nothing exempts a meeting which obtained and subsequently lost quorum from the provisions of the automatic adjournment after one hour, so it seems that quorum-busters could leave at 59 minutes and trigger it. Debatable whether or not this only applies at exactly 60 minutes or whether it would apply later, as well. Would be awkward if a barely-quorate meeting couldn't excuse anyone to go to the washroom without adjourning. In the event that the automatic adjournment doesn't apply to a meeting that loses quorum after it begins, if the meeting adjourns itself by motion, that's not "such adjourned meeting" and therefore the notice requirements do not apply. The bylaw claims that quorum contradicts itself by claiming that the quorum is as specified by the Act, while also providing a specific number---the Act in question provides a default but with some variation permitted in the bylaws.
  2. I'm currently in the process of getting legal review of a particularly depressing set of corporate bylaws. Would sharing some of the most egregious examples be welcomed by the forum or should it strictly be limited to discussion of RONR itself?
  3. In the larger corporate world, it is almost a matter of course that all but the most significant decisions of the organization are delegated to officers (and subsequently redelegated down the management chain). My first read of the original post is not that this is a large corporation, but I merely wish to point out that, in some contexts, this practice is far from unusual and indeed the norm. Having looked again at the original post and noticed who the author is, and having regard to their history here, I do not believe that there is any further advice I can give them other than to engage an attorney of their own.
  4. This statement that lawyers have no decision-making power seems quite presumptive, as lawyers are very often agents with full power to act on behalf of their clients (and very often not employees, in addition). There is also the possibility that a letter such as this may have legal effect even though it does not reflect a rule adopted by the board. But both of these considerations are legal questions beyond the scope of this forum. Edit: It is also quite possible that the organization, being one that has "management", has an officer to whom full authority has been delegated, including possibly the authority to enact such a rule.
  5. During lengthy debate on a very contentious motion, a group of members leave to get dinner. A remaining member correctly raises a point of order about the lack of quorum The chair announces that there is no quorum, and invites a motion to determine the assembly's next steps, seeing as it can no longer continue the business. A member moves "to continue debate without a quorum until we have to vote". The chair puts the question as such, and it is adopted. The chair then resumes debate on the main motion where it was interrupted by the point of order. During this time, Ms. D., one of the motion's opponents, speaks twice to the motion, using her full time. Later on, the dinner party returns with the food, and the meeting recesses. At the conclusion of the recess, the chair confirms that a quorum is present, and resumes the meeting. Ms. D. rises to speak. The chair grants her limited recognition, noting that she has already spoken twice. Seeking to drag debate out longer, she makes a point of order that although she spoke to the motion twice earlier, that was when the assembly had no quorum, that the assembly's motion to continue debating was null and void, and therefore she had not exhausted, or indeed used at all, her right to debate. Is her point of order well taken?
  6. I think the misunderstanding is around the role of a committee and chair. A committee is a subordinate body and its duty is to provide advice, and sometimes take action, as per the Board's direction. Unless your rules provide otherwise, a committee has no authority of its own. And a committee chair's duty and authority is, again provided that your rules don't provide otherwise, limited to management of the committee and ensuring that it's able to conduct its business. Unlike what is typically the case with officers, committees don't usually have independent authority and committee chairs even less so. There shouldn't be concerns about undermining a committee chair's authority where they have none.
  7. While I think this is correct, I think that a chair who does a quorum count, sees that quorum is met precisely, and then immediately witnesses a member leave the room should raise the point of order on their own accord. A chair should not turn a blind eye to a loss of quorum.
  8. Your bylaws may have provisions for a certain number of members to call a general meeting. Otherwise, indeed, you may well be in for a bumpy ride.
  9. The answer in almost all cases is that whatever body created the subcommittee also has the power to destroy it. If the committee created it, it can discharge it. It sounds like the Board was the one that created it in this case, in which case the Board must dissolve it (a committee cannot overrule an instruction of the Board). If it's specified in your bylaws, the bylaws must be amended to remove it. And so on. Subordinate bodies can also be dissolved by direction from a higher body, for instance, if a committee of a board creates a subcommittee, the board could give it an instruction to dissolve the subcommittee.
  10. The first paragraph of p. 89 considers that when the date is specified by the bylaws and the exact hour and place is scheduled by standing rule, then no further notice is required, but if the regular meetings are scheduled by resolution, then notice is required of each meeting. I don't agree with Mr. Harrison that notice is necessarily required for each meeting, at least from the words on the page, as the text refers only to "in advance of each regular meeting", and this might well be impractical when multiple meetings are to be held in succession. However, I personally think that caution should be taken with respect to new members, as while I'm not aware of RONR providing a specific record date to determine which members must be given notice of the meeting, the right to notice is a right of each member individually. It would be unreasonable to argue that, because notice was sent to everyone in January, a member who joined in February did not need to be given a notice of a meeting in December, for instance. I would think that if there is a standing rule that fixes the date, time, and place of regular meetings, then that would qualify as not requiring notice even though it doesn't exactly match the first sentence of p. 89---it seems that the idea is that a member can work out where and when to go on their own without needing to check the minutes, as long as they have a current copy of the rules on hand. However, I think there must be a clear regular schedule, rather than various one-off instances, and so a motion scheduling meetings for an entire year at once would, in my view, still fall under the "scheduled by resolution" scheme. If this is an HOA, you likely have applicable statutory requirements that would supersede those in RONR.
  11. See pp. 468-471. Generally speaking, a motion to suspend the rules would not be included directly unless either a vote was counted, in which case it must be included so that the vote can be as well, or it is needed to refer to it obliquely in order to make sense of the proceedings, along the lines of "The rules having been suspended to allow the motion to be considered early, Mr. X moved..."
  12. If these are corporations, it may be possible depending on corporate statutes to have a court issue an order to cut through the mess. Depending on the exact wording, there might be other options that still allow the necessary voting to take place without the formal assistance of Nonprofit B. Alternatively, if Nonprofit B's membership is not just the members of its board, then it might be possible (depending on the statutes and bylaws applicable to Nonprofit B) for them to raise the matter of their own accord even if the Board does not have interest. I would advise that a corporate lawyer is probably more suited to this problem than a parliamentarian.
  13. I'm not sure I agree, but I am sure that discussion of this matter is entirely off-topic. This discussion is specific to subsidiary motions and so would not apply to a hypothetical incidental main motion to postpone something indefinitely.
  14. A motion to postpone indefinitely is not, however, in order when no business is pending. And there is no main motion being reconsidered when reconsidering an affirmative vote on a motion to postpone indefinitely. I'm not disagreeing with you as to what the correct procedure is, but you haven't actually cited a sentence yet that says that. I believe it's an omission from the text.
  15. All that this tells us is that, in order to reconsider a subsidiary motion when the main motion was postponed indefinitely, we must also reconsider the indefinite postponement, which I wholeheartedly agree with. It doesn't, however, tell us when we can take the resulting motion up. I had, naturally, missed it, but I think it offers only some assistance, given that it only describes the consequences of adopting the motion to Reconsider. But in order to do that, we must first take it up!
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