Alexis Hunt

I'm travelling so I can't review the wording in RONR. But as an interesting tidbit, the office of President of Ireland works this way: the previous holder's term ends the day before their successor's inauguration, and the new President's term begins once they are inaugurated, thus leading to a gap of 11-12 hours where there is a vacancy. According to Wikipedia, there has never been need for the Presidential Commission during this time.

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:

Quote

If sixty (60) minutes after the time appointed for the holding of any meeting of owners, a quorum (which shall be the number prescribed by the Act) is not present, the meeting shall be dissolved and shall stand adjourned to such time and place as the board shall determine. Notice of the time, day and place of the convening of such adjourned meeting shall be given not less than ten (10) days prior to the convening of such meeting to each owner or mortgagee entitled to vote thereat. A quorum shall be constituted when persons entitled to vote not less than twenty-five (25%) of the units are present in person or represented by proxy.

Here's what my first read interpretation of this glorious passage says:

1. 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.
2. 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.
3. 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.

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 minutes ago, Richard Brown said:

Alexis, lots of things are theoretically possible, but it would be extremely unusual, almost unheard of, for a society or a board to adopt bylaws or even a lesser rule which gives one person, such as the organization's attorney, the unbridled right to make enforceable rules that can be enforced against the organization and the members of its board regarding communications between members of the society. If in fact such a situation exists here, I think the OP would be aware of it.

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.

12 hours ago, Joshua Katz said:

Agreeing with Mr. Martin, yes, such an action would, if adopted as a rule, require some action at a meeting, not just an instruction (from whom?) to the lawyer. If it originated with the lawyer, it is also improper from a parliamentary perspective because the lawyer has no decision-making power; he is an employee who advises the organization.

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.

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?

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.

12 hours ago, Chris Harrison said:

Sure, but you can't raise a Point of Order based on future events and a quorum will exist while you are still in the room and you have to be in the room to raise the Point of Order.  Thus the Chair should rule the Point Not Well Taken because a quorum does exist.  However, if you have an ally who is willing to raise the Point of Order as soon as you leave the room...

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.

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.

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.

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The Subcommittee was made in the fires of Mount Board. Only there can it be unmade.

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.

On 7/27/2019 at 4:47 PM, ClayRembert said:

We also post meeting announcements on the bulletin boards in the common areas of our building...hope that helps.  Thanks!

If this is an HOA, you likely have applicable statutory requirements that would supersede those in RONR.

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..."

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.

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.

4 hours ago, Guest Zev said:

It is taken up whenever a main motion is in order, otherwise the motion to Reconsider is moved, seconded, and then delayed until the intervening business is disposed of. This is the consequence of being able to actually make the motion to Reconsider at times when the motion to be reconsidered would not be in order. RONR 11th edition p. 321 and 322.

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.

20 hours ago, Guest Zev said:

Ms. Hunt, with due respect, I believe you are not reading this correctly.

RONR 11th edition pages 327(L:31)-328(L:12).

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.

8 hours ago, Daniel H. Honemann said:

I think Ms. Hunt has this right. 

Responding to her question (which I have highlighted), I think the first footnote on page 111 offers at least some assistance in this regard. If she missed it, I can't imagine how.  🙂

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!

2 minutes ago, reelsman said:

The quorum is based on the number of voting members. If there are eleven voting members, the quorum will be six members until the vacancy is filled.

Unless the bylaws state otherwise.

11 hours ago, Daniel H. Honemann said:

I don't blame you in the least. It is entirely understandable to think that, when an assembly has under consideration an immediately pending motion to Reconsider, it is reconsidering its previous vote on the motion proposed to be reconsidered. Many have done so in the past (I include myself among them), and many will do so in the future.

But this is not the case. When an assembly has under consideration an immediately pending motion to Reconsider, the question it is deciding is whether or not it will reconsider its previous vote, and only if this motion is adopted will reconsideration begin.

Ahhhh, ok. Thank you for the clarification. I think this doesn't affect the rest of my post above, though, and I agree with you in the rest. I think that pp. 327-328=9 should be edited to make clear that the rules apply to other motions which temporarily, but not finally, dispose of a motion.

Actually, now that I look, I'm not clear that the rules are clearly specified even for indefinite postponement. On close reading, pp. 327-329 seems only to apply to motions that did not dispose of the main motion. p. 322, ll. 15-19 states that a motion may be taken up when it could have been made originally. We seem to be in agreement that a motion to reconsider an affirmative vote on a definite or indefinite postponement is taken up immediately if no business is pending. But subsidiary motions cannot be made when no business is pending. Is there language somewhere else that I'm missing specifying when a motion to reconsider an affirmative vote on a motion to postpone a motion indefinitely can be taken up?

I note that, similarly, p. 329, ll. 1-8 is clear that a motion to reconsider a series which includes a vote on a main motion can be taken up when a motion to reconsider the main motion alone could be, however, no mention is made of a series including an affirmative vote on a motion to postpone indefinitely.

Watching legislative assemblies can be a good way to learn:

1. The general flow of parliamentary procedure, such as the chair recognizing members, motions being made and seconded, then stated, and put to a vote.
2. Absolutely nothing else.

17 hours ago, Daniel H. Honemann said:

I’ve reviewed 2. as carefully as I can, and I’m afraid that I’m missing something because I don’t know what it is attempting to explain. It begins by saying:

“When taking up a motion to Reconsider a vote, the motion to which that vote applied and any motions to which it adheres must be pending.”

As I understand it, the taking up of a motion to Reconsider causes the motion to Reconsider to be immediately pending, and it is the adoption of a motion to Reconsider that causes the motion or motions to be reconsidered to be pending.

This rule is taken from p. 319, ll. 9-13, which says that the "reconsideration" must take place while the main motion is pending. Just in case this is a potential point of disagreement: I take "reconsideration" to mean "the assembly's consideration of the motion to Reconsider" here.

11 hours ago, Daniel H. Honemann said:

Dealing generally with reconsideration of a motion to Postpone:

If a motion to postpone a main motion is rejected, and a motion to reconsider the vote rejecting it is made while the main motion to which it was applied is still pending, the rules on pages 325-327 apply.

If a motion to postpone a main motion is rejected, and a motion to reconsider the vote rejecting it is made after the main motion to which it was applied has been finally disposed of (by adoption, rejection, or indefinite postponement), the rules on pages 327-329 apply. In this instance, the vote which finally disposed of the main motion must also be reconsidered, and so the motion to reconsider will cover both the vote rejecting the motion to postpone and the vote which finally disposed of the main motion.

In my opinion, if a motion to postpone a main motion is adopted, and a motion is thereafter made to reconsider this vote, determination of the times when this motion to reconsider can be taken up is governed by the same rules as would govern reconsideration of a vote finally disposing of the motion which was postponed. In other words, it is treated as if the adopted motion to postpone had finally disposed of the motion postponed. Adoption of the motion to reconsider the vote on the motion to postpone places this motion immediately before the assembly "in the exact position it occupied the moment before it was voted on originally." (p. 324, ll. 23-27)

I believe I agree with you that this is the proper procedure, and that the first two paragraphs are supported by the text.  For the third paragraph, I think that that is by far the most sensible interpretation (and I think your wording is far better than anything I could have come up with to describe it, given that I've tried several times and failed!), but I feel that it isn't directly supported by the text---there is nothing that directs us to this as-if rule except for careful interpretation and a good dose of common sense.

14 hours ago, Daniel H. Honemann said:

Actually, now that I focus on exactly what you posted (after you were kind enough to explain it to me), I think you are correct. The mere making of a motion to Reconsider does not directly affect what business may currently be pending (except for the necessary interruption of its consideration). It is, of course, the chair's stating of the question on the motion to Reconsider as being pending that has such an affect, which may or may not occur immediately.

I suppose the point being made is that, unlike other motions, the mere making of a motion to Reconsider does have a very significant effect (suspension of all action that depends on the result of the vote proposed to be reconsidered), but it seems to me to be a rather round-about way of making the point. 

Or perhaps I'm still missing something. It happens fairly often these days.

I agree with the first pagaraph. To address your second paragraph, the reason for writing item 1 the way that I did is to specify clearly that the suspensive effect does not change the pending business before the assembly. Again referring to definite postponement, when a motion is postponed definitely it a) ceases to be pending and b) becomes a general order for the specified time. Moving to reconsider the postponement suspends b), but if it were to suspend a), then the motion to postpone would become pending again. Or, at least, that is the argument I intend to foreclose.

5 hours ago, Daniel H. Honemann said:

Becoming serious for a change, and at least beginning to take up Ms. Hunt's enumerated assertions one-by-one, I respectfully suggest that the assertion made in No. 1 is not necessarily so. For example, if a motion to Postpone has been rejected, and the immediately pending motion is a motion to Amend, a motion to reconsider the vote on the motion to Postpone will be taken up immediately, thus directly affecting the business that is currently pending. 

Have I misinterpreted what is said in 1.?

Ah yes, you're correct. The intent, which I didn't commit to words properly, is that it is not the making of the motion which affects pending business but, rather, the taking up. It just so happens that the motion is taken up immediately. So I agree that that is a mistake in what I wrote.

That's a good question, and it tripped me up too originally. But on p. 325, ll. 31-33 clearly specify motions to reconsider moved while the main motion is pending, which does not directly have anything to do with what is pending when the motion is taken up. The effect of the motion to Postpone Definitely is to dispose of the main motion temporarily, which makes it no longer pending. And certainly once the main motion becomes pending again at the specified time, it would be out of order to reconsider the postponement since the motion would have no effect. So a motion to reconsider a motion to Postpone Definitely must necessarily be moved while the main motion to which it applies is not pending.

32 minutes ago, Atul Kapur said:

I think you're going to need to raise a point of order to correct the error. If your minutes clearly indicate the proposed change that was not adopted and what was adopted, then a correction should be simple to put into effect. The fact that the error was continued in the subsequent change does not give it any validity.

I agree, however, it may impact the subsequent change.

An amendment, properly formed, has to have reference to what it is changing. If that reference is incorrect, then the motion may be, strictly speaking, meaningless, or else it may have an unintended effect. The exact wording of the motion in question may matter.

For instance, if a motion is "to insert the word 'sunny' before the word 'day'", but the word "day" does not appear anywhere, this is a motion that does nothing. But if the motion is "to strike out section 7.2", and the copy of the bylaws that people were using were incorrectly numbered, then the result is that the section that was actually 7.2 is stricken and the other one remains. If the motion says to replace section 1.4 with new text that the author thought was making only a small change, but the author was wrong about what section 1.4 actually contained, it's nonetheless a motion to replace all of section 1.4. This may "bake in" the error that was made previously.

It is common these days to present amendments in the form of stricken-out and underlined text for deletions and replacements. Sometimes this doesn't provide perfect clarity as to the actual effect of the amendment, and best judgment needs to be used to understand them in situations like these.

Ideally, you will have the opportunity to let the mover of the upcoming amendment know of the error, and then they can correct the motion. If you don't have a chance to do so prior to them making the motion at the meeting, you can offer a modification (see p. 40 of RONR) or an amendment to fix it. You could also raise a point of order if the result would be a motion with no effect (such as the "sunny" example above), but if the motion would have an effect, just not the intended one, then the only recourse to prevent it from making that effect is to amend it or to defeat it. In most cases, this should not cause an issue with respect to the notice provided (since, presumably, the notice of the motion indicates the change that is intended and this is unrelated or at least a lesser change), but if you are concerned about that or receive pushback that it must be in exactly the wording for which notice was given, you may wish to read the section on scope of notice on pp. 307-308 (and elsewhere in the book, see the index).

On 6/28/2019 at 5:43 PM, Josh Martin said:

Going back to the facts of the specific situation, the organization’s rules require that, if the chair is not present (or for some other reasons fails to call the meeting to order), the members must wait fifteen minutes and, at that time, any member may call the meeting to order. The member is then to turn the chair over to the highest ranking person in the order of succession, or if no such person is present, the assembly elects a member as chairman pro tempore. In the situation described, the assembly largely followed this process, but they only waited for three minutes instead of fifteen.

It seems there are three levels to this.

1.) May a member call the meeting to order before the fifteen minutes have elapsed, and the assembly then suspends the rules which interfere with this?

2.) If the above is not proper, suppose a member nonetheless calls the meeting to order before the fifteen minutes have elapsed. No member promptly raises a Point of Order. Is there a continuing breach which can be challenged later?

3.) If there is a continuing breach, does the continuing breach affect the legitimacy of the business conducted between the time at which the meeting was called to order and the time at which it was supposed to be called to order, or does it affect the entire meeting?

Given that this is an excellent characterization, I think it's worth addressing these explicitly. So here are my answers.

1. No. Once the meeting is called too order, the breach has occurred. If there is a continuing breach, then it cannot be suspended. If there is none, by the time the meeting would be considering the matter it would be too late, as motions to suspend the rules are not retroactive, only prospective. I don't believe you can therefore properly suspend the rules to ignore a requirement about calling the meeting to order, whether before or after.

2. I believe that it depends on whether the assembly believes that the rule confers an absentee right on the chair. I'm conflicted on this point, as I feel, on the one hand, that deference should be given to the potential of a chair relying on this rule. On the other hand, it was almost certainly not the intent to give the chair the right to delay the meeting. Indeed, the intent may have been to only establish 15 minutes as the outside bound. If the rule had been adopted in an organization that often had meetings greatly delayed or canceled by the chair's absence, I likely would lean to the interpretation that it confers no rights, and therefore there is no continuing breach.

3. As per my previous post, it only affects the business conducted up until 15 minutes have passed. Beyond that time, the business is unquestionably valid. It may be that all business during that time is invalid, or only business decided by a single vote.