meeting with all members -- consent of absent member

[Trina]

If a special meeting is called for the purpose of considering a particular item of business (let's say, the necessary repairs to the clubhouse roof following the recent hurricane), we know from p. 264 that, if all members are present, the special meeting can apparently go ahead and deal with other unrelated items of business (let's say, an ongoing controversy in the organization about repaving the parking lot).

If all members are present at the start of the meeting, can a member who plans to leave after the roof repair discussion give consent (in advance) for the meeting to deal with the parking lot after he leaves?

Let's say that Mr. A, during his turn at debate on the roofing question, says, "I see that all members are here today. You know, that means that under the rules in this new edition of RONR [cites relevant pages] we can deal with other business besides the roof repair. Maybe this would be a good occasion to finally make a decision about the parking lot. I'm leaving after the vote on the roof, but it's OK with me if you all want to make a decision about the repaving of the parking lot -- I don't care one way or the other." Mr. A does leave immediately after the vote on the roof, before any other business is brought before the assembly.

[i admit that Mr. A's comment isn't germane to the motion on the floor, but he might well say a few sentences like this before anyone calls him on it. Also, I'm sure there's some other (more parliamentarily perfect) way for him to make this statement to the assembly -- that detail is not really the point of my question.]

Restating the question, can the assembly go on to make a decision on the repaving of the parking lot?

edited to add:

Asking another way, can an absent member give consent? Or is the phrase on p. 263 ('because the absentees do not consent') meant to represent an inherently impossible circumstance?

[Burke Balch]

Many state statutes governing nonprofit corporations provide for "waiver of notice." Often, these statutes state that presence of a member at a meeting waives lack of or improper notice of the meeting to that member, unless the member states he or she is attending specifically to protest the lack of proper notice. Sometimes such statutes provide that absent members may "waive" notice before or after the meeting in question.

I hope my colleagues on the authorship team will not feel I am committing an impropriety when I reveal that during deliberations on the 11th edition, a proposal to include in it a rule permitting waiver of notice was considered and rejected. That fact influences my conclusion that, unlike those state statutes, RONR does not provide for "consent" to lack of notice by an absent member -- that the relevant exception is instead narrowly limited to the condition in which all members are actually present.

Of course, any organization that wishes to do so can adopt a "waiver of notice" provision in its bylaws (provided, of course, that such a provision is not inconsistent with any laws governing the organization). Whether it can do so by a special rule of order probably depends on whether the applicable notice requirement is found only in RONR or is found in the bylaws; in the latter case, presumably only a bylaws amendment would be effective.

[Guest Guest]

That fact influences my conclusion that, unlike those state statutes, RONR does not provide for "consent" to lack of notice by an absent member -- that the relevant exception is instead narrowly limited to the condition in which all members are actually present.

I don't see how anyone will view that as anything other than crystal clear.

[David A Foulkes]

...RONR does not provide for "consent" to lack of notice by an absent member...

And how about, as in Trina's example, consent to lack of notice by a present member who (soon, and knowingly) will be fully absent during consideration of the question? Would that prevent the raising of a Point of Order, or at least give justification to the chair to rule it not well taken?

[Burke Balch]

And how about, as in Trina's example, consent to lack of notice by a present member who (soon, and knowingly) will be fully absent during consideration of the question? Would that prevent the raising of a Point of Order, or at least give justification to the chair to rule it not well taken?

I think the logic applies equally whether the member was never present at a meeting but "consented" to its being held without notice (or to considering a matter that cannot be considered without notice) or was present during part of the meeting but then left. During any meeting or part of a meeting in which any member is absent, the narrow exception does not apply.

In actual practice, the common sense advice about conduct of a meeting that begins with a quorum but loses it provided on page 349 can probably be applied here as well, mutatis mutandis. Thus, for example, if a member ducks out to use the rest room or take a phone call while debate is continuing, the chair need not halt the meeting unless a point of order is raised -- until the time comes to take a vote or state the question on a new motion.

[Trina]

I think the logic applies equally whether the member was never present at a meeting but "consented" to its being held without notice (or to considering a matter that cannot be considered without notice) or was present during part of the meeting but then left. During any meeting or part of a meeting in which any member is absent, the narrow exception does not apply.

In actual practice, the common sense advice about conduct of a meeting that begins with a quorum but loses it provided on page 349 can probably be applied here as well, mutatis mutandis. Thus, for example, if a member ducks out to use the rest room or take a phone call while debate is continuing, the chair need not halt the meeting unless a point of order is raised -- until the time comes to take a vote or state the question on a new motion.

Thank you for taking the time to post these thorough answers. What you say about the 'narrow exception' throws some additional light on the application of the new language in RONR 11.

[Tim Wynn]

And how about, as in Trina's example, consent to lack of notice by a present member who (soon, and knowingly) will be fully absent during consideration of the question? Would that prevent the raising of a Point of Order, or at least give justification to the chair to rule it not well taken?

This might be a helpful example of a similar situation: A member who is present in a meeting has a right to vote. If a member states that he wishes to vote in the affirmative but must leave before the question is put, he cannot be counted as voting when the question is put if he is, at that time, absent. In the same way as his vote cannot be counted, he cannot be counted as being present when he is absent.

RONR (11th ed.), p. 264, ll. 4-5 is clear about the effect when any member is absent.