Atul Kapur

I would say 45. This situation would not have arisen if you had started counting as soon as the deadline arrived. The answer should not change because you delayed counting. This answer also makes practical sense.It is now April 16th. If you go back and check that mailbox today, what are you going to do if there's another 10 ballots in there?

This question was answered in a separate thread

To expand a bit on Mr. Honemann's answer: Some groups believe, incorrectly, that if the mover and seconder accept a "friendly" amendment then it is automatically adopted and becomes part of the motion. Under RONR, unless the amendment receives unanimous consent, then it must opened to debate (if debatable) and voted upon by the group that is meeting.That process is followed no matter what the mover and seconder think about the amendment. In other words, the mover and seconder cannot, on their own, accept or reject an amendment. Once the motion is put before the assembly, it belongs to the assembly rather than to the mover.

I believe J.J. meant to say it would be necessary to review your bylaws in full. What you'll find in RONR is that the amount of authority given to the board (or an officer) varies from one organization to another, so RONR doesn't give specific instructions but says (on p. 482)

I believe Rev. Goodwiller wanted also to see the part of your bylaws that put those three ex-officio members on the committee.

You may find the Unofficial FAQ helpful. You should carefully read your bylaws to see what flexibility it gives you, if any.

I agree that it sounds like you would just be inviting trouble. If she doesn't trust the chair (or the tellers) then she should make her point at the time. See page 408-409 on time limits on efforts to challenge a vote. If she proposes this as a bylaw amendment, show that to here and ask her to explain why she can't make her challenge at the time the vote occurs.

RONR 11th ed., p. 89, lines 16-22 (emphasis added) "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member’s last known address; or b) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice."

If this is the case, I'm not looking forward to the discussion on how to word the motion to ratify what they've been doing for all of these years. 😁

RONR only recognizes one type of member: one with full rights. The rules for any other type of member, whether inactive or one with only certain rights, will have to be specified in your bylaws. So see what your bylaws say exactly regarding the rights of inactive members. If the answers are not there, your group will have to interpret your bylaws to determine what their intent was. And then you should amend your bylaws to fill in those types of details.

You would only have an adjourned meeting if you thought that you could hold it before the next regular meeting. In this case, with the current uncertainty and a regular schedule of monthly meetings, it seems highly unlikely that an adjourned meeting would be of benefit here.

Well, your bylaws are not exactly silent. Depending on how exactly they are worded, your board may be prevented from removing the director for any other reason other than the three unexcused absences. Other disciplinary actions may be taken.

It is still an official meeting even if there is not quorum. Therefore, all the items on pages 468 - 470 that apply should be recorded. As you were told above, discussion is not one of the items on that list. These will likely be shorter minutes than usual, but they're still official minutes of an official meeting and should be approved at the next meeting.

No. Unless there are already established rules authorizing email voting, then you can't do it at all. If you have rules authorizing it, then your group has to figure it out for yourself. It would have been better, as noted by others, for this to have been done beforehand. Since that wasn't done, I explained what would happen in an in-person meeting; you can decide if that is a helpful analogy that helps your group decide how to proceed.

RONR does not recommend that you try to conduct the deliberative process in writing as this does not constitute a deliberative assembly because there is not the opportunity for simultaneous oral communication (RONR 11th ed., p. 98, lines 1-19). For conference calls or video conferencing, "Various additional rules ... may also be necessary or advisable regarding the conduct of electronic meetings," (p. 99, lines 6-10) and it is up to your organization to draft and adopt those rules. In an in-person meeting, the person who wishes to move the Previous Question would have to get recognized by the chair. However, the mover of the original motion has preference in recognition so, normally, there would be debate by at least the mover before the other person could get the floor to move the previous question.

I don't have the book in front of me but, as a practical matter, why don't you ask the person who's trying to change their vote how they intend to identify exactly which one of the secret ballots was theirs? The analogy is when the ballot is put in the ballot box. No one gets to fish in and try to pull their ballot back out.

I had replies to Mr. J. and Mr. Katz, but thought better of extending my speculation.

One possible reason for the distinction is what happens if the action is not ratified. If the meeting was properly called but, for example, inquorate then it would be those who were present who voted for the action who would be liable (RONR 11th ed., p. 348, lines 19-21). On the other hand, if the meeting was not properly called to begin with, then liability would fall on those individuals who affected the action. This is complete speculation, of course. And I'm not a lawyer. All other standard and specific disclaimers apply as well. But you did ask

It is a form of ratify, specifically ratifying "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority" (RONR 11th ed., p. 124, lines 34-35). In the example you give, whoever signed the document of sale (let's say the President) had no valid instruction or authority to sell Lot Z, at the time that it was done. So, the more proper motion would be "That we ratify the President's sale of Lot Z."

I agree with both of Mr. Honemann's answers (fortunately for me). I just want to confirm that the reason why it is in order is because that does not necessarily end the debate on the items of business and therefore is not at all the same as setting a time limit on debate.

I believe you only would be notified if someone quotes you, as I just did. There is a button called "Follow" which, I understand, will notify you even if you're not quoted.

In both cases, whether the decision is made at an illegal meeting or whether the decision is made over coffee (or over Skype), the question will be whether to ratify the actions of the officers that flowed from such a decision so, rather than the decision itself. At least, that's how I remember us resolving this discussion on that other thread.

In my experience, most organizations that have a president-elect specify that this person would fill the vacancy, serve the remainder of their predecessor's term, and then remain as president for what would have been their usual term. In other words, the vacancy in the position of president elect is not filled until the usual time for elections.

Without a meeting, similar to the situation when there is not a quorum, no business can be validly transacted. If, based on informal discussion, actions are taken then the people taking those actions do so at their own risk. The assembly may later ratify their actions, but it is under no obligation to do so. See RONR 11th ed., p. 348, lines 19-23 (regarding actions taken in the absence of a quorum) and pages 124-5 regarding ratification.