Alexis Hunt

I think that in terms of where it might be appropriate to revisit a Point of Order regarding the possibility of an action being null and void is where there is new information available that was not, or where the member raising the point can allege a specific error made in determining it previously. I agree with those who say that a continuing breach is not cured by a ruling, even by the assembly, that it was not continuing. In the context of an inquorate meeting, however, it is worth bearing in mind that the assembly would always have the power to Ratify the decisions made. Unless the assembly is full of folk who enjoy arguing rules for its own sake, I'd imagine that if the question of whether quorum was present at a meeting became a repeated concern, the correct path for the chair would be to suggest a motion to Ratify the decision or Rescind it. This wouldn't necessarily work where the required votes for recission couldn't be met, but if such a situation were to become acrimonious then there are deeper problems in the organization.

It seems to me that it is a compromise between a) not having the rule at all, and forcing it to be included in every set of bylaws which wishes to, possibly causing quorum problems and/or burnout in the President of organizations that forgot, b) having a rule with this unfortunate side effect, and c) leading to a vague outcome.

Personally, I'm more miffed that (if memory serves, as I don't have my copy of the book with me) the rule applies specifically and only to the President.

I would think that they likely would fail due to being contrary to the statute creating the corporation, which probably gives the Board authority to enact, amend, and repeal the corporation's bylaws. Unless there was a provision allowing the Board to limit its own power in that way, I don't think it can.

EDIT: I'd also be suspicious of other parts of that provision, such as allowing a non-Director to be President, possibly contradicting the statute; that is the sort of thing that many statutes (rightly or wrongly, not my place to say) disallow.

I agree with Setemu, with the caveat that if the member wishes to take the oath, then I would probably rule that custom dictates it be administered, and likely that it could interrupt business as a Question of Privilege.

For b), it is the practice of one organization I served with to have a public agenda which only mentions that there will be an executive session, but the agenda packages distributed to the members also include a separate section containing an agenda for the executive session. The minutes were done in the same way.

58 minutes ago, Guest Fred said:

Our voting council made changes to qualifications to run for board positions. As per our bylaws, these are effective immediately. 5 months have now passed and our next council meeting is coming up. Members have been notified of the board positions available and certain members have decided to run. One of the people running does not meet the mandatory criteria so now the Board wants to tell the council to let this person run and we will start this new qualification process at a future date versus what the bylaws say which was effective 5 months ago which they all passed.

Can they do this?

What options do they have allowing them to do this or are they not allowed to do this?

The only way they could do this is to change the qualifications again, through whatever process is required for that, presumably an amendment approved by your voting council. You cannot approve one-off exceptions (although you could write a one-off exception into the qualifications).

I'd also throw in that you can only appoint people temporarily if your rules provide for it. If they don't, then:

• When a vacancy is filled, the new officer serves for the remainder of the current term. There is no "temporary" apoointment.
• The right to accept a resignation goes with the right to fill the resulting vacancy. So if only the membership can appoint a replacement, then only the membership can accept the resignation.

To clarify a bit more: the Board is a separate assembly and has its own membership. A member right to attend meetings and make motions only extends to assemblies of which they are a member. So if Mr. X is not a member of the Board any more, then, except as your rules might provide, he has no rights at all at a Board meeting any more than a nonmember of the association does.

On 2017-6-13 at 7:39 PM, Josh Martin said:

Your bylaws should specify how much notice is required for special meetings.

And if they (or applicable statute) does not provide for special meetings, you cannot have them.

I suspect that Mr. Katz's organization is not a political party, but they also tend to have such rules.

It may also be a good practice for the board to ratify the actions that were taken so as to clearly say that they are approved of, and protect the agents from being accused of having acted without authority.

Do you have a link?

Any actions taken that contradict the bylaws are null and void, no matter how it has been. A point of order can be made about this at any time. If the members wish to keep the current practice, they should amend the bylaws to permit it.

Yes. A decision is effective as soon as it is adopted (unless it says otherwise). The minutes are an official record but are not required for the decisions to be effective.

23 hours ago, parkourninja said:

I checked that scenario but I don't see what would be a better motion. In that case, the motion would need to be taken from the table before postponing indefinitely which would be an extra motion.

Indeed, but as Joshua Katz said, they could simply vote against taking it up.

A *Call for the Orders of the Day* would be not be proper. Assuming that the officer's report is happening at the usual place in the agenda, then none of the grounds set out on p. 220 ll. 30-35 are met.

That said, there is nothing wrong with having the third trustee present remotely by phone or video conference, just that he will not count as present. So he cannot count for quorum (the other two must be present), cannot vote, etc.

A 2/3rds vote on a motion to suspend the rules would also be sufficient to order that the assembly move on.

If it is before that time, no. The motion is still postponed.

See also my responses over here.

A mathematician would use the terms interchangeably. A logical system is consistent if it does not contain any contradictions, and inconsistent if it does. There isn't anything in between.

But in this case I think "not inconsistent" would still emphasize that what is important is that there be no contradictions: if there are any contradictions, the rules are inconsistent.

In an ordinary society, the Board is subservient to the membership and any decision it makes is subject to the whim of the membership. So I am skeptical that the rule, if established only by the Board and not by the membership, actually has any effect on the general membership's powers.

Even if we assume that policy to be valid, however, the part of the policy that states that nominations cannot come from the floor is a rule of parliamentary procedure. As such, it is suspendable (p. 265, ll. 19-24). It requires a vote of two-thirds or a majority of the membership (ibid.), but does not require previous notice (if it were required, it would be mentioned on p. 210-211 in the SDCs for the motion to suspend the rules).

The other citations you provided are not applicable. The motion to amend something previously adopted is to "change an action previously taken or ordered." (p. 305, l. 7), but suspending the rule does not change the rule, it only ignores it temporarily.

It seems to me the easiest solution would be, if everyone thought that the result was an election held in an odd year, to amend the bylaws to hold the elections in odd years.

11 hours ago, Guest Holi - said:

There were objections because the subsequent motion was the complete opposite of the original.  Another Example:  The original motion was to uphold the CEOs reassignment of staff for the next fiscal year while the subsequent motion was to reinstate the staff to current position for the next fiscal year. With the subsequent motion, the chairman called point of order and the body continued with the original motion. The vote was 4-3 and all four had issue with the subsequent motion.  It looks from Guest Who's Coming to dinner, that the chair was correct since a new main motion is not in order while another is pending?????

 

It is in order to move an amendment that turns a motion into an opposite. The important thing is that they relate to the same subject. For instance, someone couldn't move to amend the motion to assign the student to a new school by substituting a motion to uphold the CEO's reassignment of staff. A motion to reinstate the student is a motion on the same subject, however, so it's in order to move to substitute it.

In this quoted example, the chair was right to rule it out of order but, again, it would have been in order to move to substitute one motion for the other.