Under our current bylaws, 10 days' notice is required for meetings and action to take place. Further, the 10-day notice requirement can be waived by a vote at the meeting.
As to the situation at hand, our Chair provided notice for a vote by email (arguably not permissible under our bylaws) to occur on 10 days later on whether or not to enter a contract. However on the day set for the vote, the Chair—at the behest of several members—decided to "delay the vote" and to call an emergency in-person meeting for 3 days later. At the meeting, neither the Chair or any Committee member moved to waive the 10-day notice requirement and no one raised any objections. Not all members were there but there was a quorum. The contract was approved via majority vote. Subsequently, a committee member who was present at the meeting and was on the losing side of the vote, has raised objection to the lack of notice for the in-person meeting.
My question is whether or not one could argue that the waiver of the 10-day notice requirement was “already apparent” to the Chair as no one objected to the vote at the time in which the meeting took place. Each member knew the meeting and vote were taking place inside the 10-day notice window, which would be in violation of the bylaws absent a waiver. However, no one objected to the issue until significant time had passed. As Robert’s Rules of Order spells out, “[i]n cases where unanimous consent is already apparent, the chair may sometimes assume it.” Robert's Rules of Order Newly Revised (“RONR”), 12th edition (p. 104). Given the circumstances here, was it reasonable for the Chair to assume that unanimous consent was given to waive the 10-day notice requirement as 1) each member present knew or should have known that the meeting and vote was take place inside the 10-day window, 2) the first notice of a "meeting" (aka, the email vote) laying out the subject of the vote, occurred 13 days prior to the actual vote, and 3) no one objected to the matter at the meeting. The only objections were brought forth the day after the meeting and vote occurred.
In short, did the Chair act with "Apparent Authority" as spelled out in 4:62 of Robert's Rules of Order waving the 10-day notice requirement apply validating the vote? Or is the meeting and vote null and void?
Also, if I'm missing anything, please let me know! Thanks for everyones help!
