Shmuel Gerber

I'm going to close this topic now, as it seems it is going back into some kind of infinite loop. If Dan wants to respond or to reopen it, he has the ability to do so. Anyone who is not a moderator would have to start a new topic if necessary (although at this point I doubt it would be productive).

Two members can call a meeting, but every member of the committee — including the chair and including the president, if the president is ex officio a member of all committees — must be given reasonable notice of the meeting. And if the chair attends the meeting, it will be her duty to preside. If a meeting has already been scheduled by the committee or called by the chair, the chair has no authority to "cancel" the meeting. If a quorum of members show up at the stated time and venue, the committee can do business.

Why "maybe"? RONR says that bylaws should contain the procedure for their own amendment.

In other words, debates on appeals in small boards are still confined to only once by the members and twice by the chair, as per 49:21.

The language is ambiguous; it will be up to your club to decide what it means. If it had just required a "unanimous vote," then abstentions would not cause the item to fail.

The motion was made on behalf of a committee, and therefore the chair of the committee does not have the right to request its withdrawal unless the committee has instructed the chair to do so. If the committee did instruct the chair to request the withdrawal, the board can still decide (by unanimous consent or by a majority vote without debate) whether or not to let the motion be withdrawn.

I agree.

I am confident that the word "determinating" does not appear in RONR. They could say something like "After debate, the motion was adopted with 20 voting in favor, 30 members being present."

So the abstentions are not counted, but the abstainers are (together with all other members present).

I think some confusion exists (at least for me) because this statement of new facts is itself confusing. I suspect that Mr. Gerber is reading this bolded June as meaning May, and assuming that a quorum is present at the June meeting at which ratification occurs. In other words, assuming that this new statement of facts is intended to be materially different. J. J. may have intended to write "May" instead of June, or maybe I read that part as "If that contract was ratified, in June you still have an action taken in June at a meeting without a quorum," with the assumption that there was indeed a quorum present when the action was ratified. Either way, I think J. J. was trying to get me to state specifically why in this new case it would be too late in June, after the action taken has been ratified, to raise a point of order regarding the absence of a quorum at the May meeting — given that I said there is no time limit on raising a point of order regarding action taken without a quorum when there is clear and convincing proof of that fact.

If it was understood at the time of the May meeting that there was no quorum, then a point of order that a quorum was not present at that time would be well taken only if the board is already treating the action taken as formal action of the board. Clearly the book states that the members present at the meeting can take informal action in the absence of a quorum, and that the informal action can later be ratified. As long as the matter is treated the way the book says, no violation of parliamentary procedure has occurred. The members took action at their own risk, and the board later chose to ratify that action. You say, "After ratification, in this circumstance, it would be too late to raise a point of order that the motion to enter into the contract is invalid due to being adopted at a meeting without a quorum." That's true, because there is no reason to do so. The decision has been ratified by the board, and that ratification is what makes the action valid. At the time it was taken, the informal action was not a valid act of the board — a fact which should have been understood at the time — but it was not a violation of parliamentary procedure, and there is certainly no continuing breach as a result of it. I don't recall anyone in this topic saying that these principles would not apply to the filling of vacancies. But a board that lacks a quorum because the previous invalid filling of vacancies has not yet been ratified cannot be the board that ratifies such filling of vacancies. That's an interesting question, but I think the ordinary rules of ratification would apply: "provision for a quorum in the bylaws does not prevent it [i.e., an assembly] from ratifying action taken at a meeting when no quorum was present." (10:55). Therefore, I think either the board or the assembly could ratify a ratifiable action taken at a board meeting at which no quorum was present. (Cf. 23:9.) I'm not sure what "If the answer to the second question is yes" means, but this seems like a new topic and needs to be posted separately.

"In roll-call voting, a record of how each member voted, as well as the result of the vote, is entered in full in the journal or minutes. If those responding to the roll call do not total a sufficient number to constitute a quorum, the chair must direct the secretary to enter the names of enough members who are present but not voting to reflect the attendance of a quorum during the vote." (45:52) "When the voting is by roll call, the names of those voting on each side and those answering “present,” as well as the total number in each category, are entered. If members who are present fail to respond on a roll-call vote, enough of their names must be recorded as present to reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." (48:5(2)(c)) Some organizations might include the entire roll, including the names of absent members, but RONR does not say to do that.

But the full roll does not need to be entered in the minutes; if members are absent they are not necessarily included.

And even if you think that the regular timeliness requirements for raising a point of order apply to a point of no quorum, it is still not too late to raise the point in this case. When a board that lacks the authority to determine its own quorum (cf. 25:10n8) takes action without a quorum present, this is "action that exceeds the board's instructions or authority" even if all board members are present, and "a point of order can be raised at a board meeting at any time during the continuance of the breach." (23:9)

J. J., you still have not addressed the fundamental point that when the members present at a meeting without a quorum decide upon some action, it is informal action with absolutely no presumption of validity. In your scenario, there is never a time at which the action could be properly ratified, because there is never a time at which a valid quorum is present to do so. "40:9 The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice cannot be validly given. If there is important business that should not be delayed until the next regular meeting, the assembly should fix the time for an adjourned meeting and then adjourn. If, instead, the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action (10:54–57), it is under no obligation to do so." The filling of the vacancies was not a valid action of the board, and it cannot become an action of the board unless validly and properly ratified by the board -- at a regular or properly called board meeting at which a quorum of actual, real live board members who were actually, validity elected or appointed are is present. Furthermore, you keep saying that at some point it will be too late to raise a point of order that there was no quorum (because you say there are no absentee rights involved), but this is also not true: "a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal." (40:12). This sentence makes no mention of whether absentee rights are involved. In this case, a point of order can be made that no quorum was present at the "filling vacancy" meeting, and that no quorum was present at the "ratification" meeting, and that therefore the action taken at the first meeting remains informal until ratified, and therefore the new so-called members are not members at all; and that the action taken at the second meeting is therefore null and void because no valid quorum was present when the motion to ratify was declared adopted. Since these facts are not in dispute, the evidence that no quorum was present is as clear and convincing as possible, so there is no time limit on making the point of order, which obviously should be well taken.

The rule in 47:36, which this rule refers to, is obviously the more specific rule in comparison to the rule in 47:33, and therefore takes precedence. But I agree that some more clarity in these rules could help.

Believe it or not, when I attended high school this was all part of the New York State Board of Regents math curriculum. (Notice I did not say that it no longer is; I don't know whether it is or not.)

Brian is posting from an IP address in Australia, and presumably this council is deriving its practices from those in the Australian Parliament: https://www.aph.gov.au/About_Parliament/House_of_Representatives/Powers_practice_and_procedure/Practice7/HTML/Chapter6/Speaker's_rulings Those who guessed that this is akin to what RONR calls an appeal from the decision of the chair appear to have been on the right track. However, this is the RONR Q & A Forum, and the council doesn't seem to be using RONR, so we can't really provide good answers.

Presumably the parent organization will have something to say about this. Also, it seems that what is intended is actually more like a merger into the new chapter rather than a dissolution.

Frankly, I'm not really comfortable opining further just based on these small snippets of language and your brief description of what your HOA or its attorney are saying. However, aside from the fact that the bylaws have now been amended multiple times, the claim that the original bylaw provision is not valid because the number can be changed only by amending the bylaws (that didn't yet yet exist at the time that provision of the Articles was adopted), rather than by adopting the bylaws, does not seem like a good interpretation.

I assume that this HOA needed Articles of Incorporation before it even adopted any bylaws. If so, it would not make any sense to interpret "…but the quantity can be changed by amending the Bylaws" as meaning that whatever the original bylaws say in this regard is ineffective until they are amended at a later time. And I agree that even if this absurd interpretation were correct, the bylaws have indeed been amended.

None of this makes any sense at all.

According to the (incorrect) logic that rescinding an action makes it as if it didn't happen, only after being rescinded did it not happen. And at that point indeed there would be nothing to rescind. But anyway, a bylaw amendment cannot be rescinded. As Bruce explained in his initial reply above, a motion that purports to rescind a previous amendment to the bylaws is actually a motion to amend the bylaws so as to revert the text of the bylaws to its previous content.

Why is that the secretary's problem? And anyway, you seem to be assuming that one director can't hold two offices, which is not the default rule under RONR.

I was sort of hoping that no one would notice that I may have pulled a switch onto this particular spur, but I should have suspected that Dan would raise the yellow flag. 🙂