Motion declared as passed or failed in error

[Guest Cathy]

At a recent annual membership meeting (held only once per year), the chairman declared several votes as passed or failed in error (based only on votes cast versus voting strength as outlined in the bylaws). Should the minutes reflect what the chairman declared - and then correct it? Draft minutes will be posted but not approved by membership until next year. How should this be handled? There was an attempt to ask for a correction but the person was dismissed.

[David A Foulkes]

At a recent annual membership meeting (held only once per year),

That's a good approach. Stick with it.

[jstackpo]

All the decisions as announced by the chair stand.

And the minutes should say no more than that. The time to raise a point of order that the chair made an error was at the time the results were announced -- since that (evidently) didn't happen, that is the end of it. See p. 250-251 and 408-409.

What do you mean "the person was dismissed"? Sound's like he tried to raise an appropriate point of order, perhaps, depending on circumstances. Time to get a new chairman? Who can read the bylaws and count?

[Tim Wynn]

At a recent annual membership meeting (held only once per year), the chairman declared several votes as passed or failed in error (based only on votes cast versus voting strength as outlined in the bylaws). Should the minutes reflect what the chairman declared - and then correct it? Draft minutes will be posted but not approved by membership until next year. How should this be handled? There was an attempt to ask for a correction but the person was dismissed.

Minutes should not wait that long to be approved. The board or a committee should be authorized to approve the minutes. See RONR (11th ed.), p. 474, l. 31 - p. 475, l. 7.

Normally, what the chair declares stands, if no point of order is raised immediately. However, depending on the vote requirement, this may be a case where a point of order can be raised at any time.

[jstackpo]

Normally, what the chair declares stands, if no point of order is raised immediately. However, depending on the vote requirement, this may be a case where a point of order can be raised at any time.

How can the "vote requirement" influence the nature of the rule violation that can engender a "late" pont of order?

[Tim Wynn]

How can the "vote requirement" influence the nature of the rule violation that can engender a "late" pont of order?

For example (since the op mentioned voting strength), if the requirement was a vote of a major of the entire membership and a motion was declared adopted without a majority of the entire membership present, a point of order could be raised at any time.

[jstackpo]

For example (since the op mentioned voting strength), if the requirement was a vote of a major of the entire membership and a motion was declared adopted without a majority of the entire membership present, a point of order could be raised at any time.

Hmmm... I don't see how a misdeclaration of the outcome (no matter what the voting requirement rule may be) fits any of the p. 251 criteria.

And I think the consensus around here is that any misdeclaration of a vote (or other irregularity regarding the conduct of a vote) stands unless immediately point-of-ordered.

I suppose if the law (local, state, fderal) required a majority of the entire membership (or the like) then p. 251 © would apply, but not if the requirement was a mere rule of order.

[Dan Honemann]

Hmmm... I don't see how a misdeclaration of the outcome (no matter what the voting requirement rule may be) fits any of the p. 251 criteria.

And I think the consensus around here is that any misdeclaration of a vote (or other irregularity regarding the conduct of a vote) stands unless immediately point-of-ordered.

I suppose if the law (local, state, fderal) required a majority of the entire membership (or the like) then p. 251 © would apply, but not if the requirement was a mere rule of order.

Well, if a motion requiring the vote of a majority of the entire membership is declared adopted by a vote taken at a meeting at which less than a majority of the entire membership is present, the rights of absentees have been violated.

[jstackpo]

But I would suppose that determining if a MEM was present, after the fact, would present essentially the same problem as determining if a quorum was present after the fact.

At a meeting, the chair is only obligated to determine if a quorum, not a MEM, is present before opening the meeeting. (But I hardly need to remind Dan of that.)

[Tim Wynn]

But I would suppose that determining if a MEM was present, after the fact, would present essentially the same problem as determining if a quorum was present after the fact.

At a meeting, the chair is only obligated to determine if a quorum, not a MEM, is present before opening the meeeting. (But I hardly need to remind Dan of that.)

Nonetheless, whenever action is taken in violation of a rule protecting absentees, it is never too late to raise a point of order, and a vote requirement based on a percentage of the entire membership (or a fixed number) protects absentees, if that percentage (or number) is not present.

[David A Foulkes]

Nonetheless, whenever action is taken in violation of a rule protecting absentees, it is never too late to raise a point of order, and a vote requirement based on a percentage of the entire membership (or a fixed number) protects absentees, if that percentage (or number) is not present.

Of course, we don't yet know if any of this applies to Guest_Cathy's situation. So, would it require "clear and convincing proof" (as with a questionable quorum), or is it enough for a member to simply raise the point of order claiming the MEM was not present at the time of voting, with the chair's ruling being appealable?

[jstackpo]

It would be during the debate on the appeal that the "clear and convincing proof" would have to be presented.

[Trina]

See this thread:

for a discussion of this very topic (continuing breach, based on inadequate attendance to meet a voting threshold).

As Mr. Foulkes pointed out, we don't if this applies to Guest_Cathy's situation.

[Guest Cathy]

This is my first time in this forum (and I regret not finding this sooner!) - am appreciative of all the feedback! More specific outline of this concern: the organization's bylaws requires that "By-Laws may be amended, altered, changed, added to, or repealed by a two-thirds (2/3) vote of the Association membership present at any Annual or Special meeting." Any other motion requires a majority vote - but still "of the Association membership present" (note NOT "present and voting"). At this year's Annual meeting (full membership of the Association meets only once per year; an elected Board handles matters in between within the authority given it in the bylaws), a number of by law votes and other motions were taken at annual meeting. Voting strength was only measured once - at the beginning of the meeting. As the meeting progressed, the number of votes actually cast waned. The chair declared results of each vote based on the votes cast (for each specific motion), not on % of voting strength (thereby not "counting" abstentions). An attempt was made by a member present at the meeting to point out the error to the chair, but the input was ignored. The Chair's term has now ended (both as chair and on the Board), the membership would not normally meet until next year. It seems wrong to allow the declarations of the chair to stand when they were not compliant with the bylaws. The board secretary is now dealing with getting the minutes out - and the board is in a quandry on what - if anything passed or failed! Will look forward to further thoughts - and check out p.251 in the meantime! Thank you all!

[jstackpo]

Unfortunate though it may be, all the declarations of the chair stand, without question.

There are no absentee rights questions remaining (as some of the responders wondered) because, from what you tell us, no prior notice of bylaw amendments is required to adopt them, just a 2/3 vote of the members present.

And that, unfortunately, is a tad ambiguous phrase -- it doesn't match either of the defined phrases in RONR, p. 400 and following. It could mean a (standard) "2/3 vote" or it could mean a "vote of 2/3 of the members present". I suggst you change your bylaws next chance you get to match your intent.

[Guest Cathy]

thanks - but there IS a requirement of prior notice of bylaw amendments (which was met). (Didn't note that because didn't catch the relevancy. There was also a quorum present (at least initially - no recount on that was taken either, but no one has questioned it.)) Not sure I agree that the phrase is ambiguous - it definitely states 2/3 vote (for bylaws - or majority for other motions) of the members present at the meeting...Have read that to mean one should take a count of voting strength, calculate 2/3 and then determine voting results based on that. As the strength wanes (or increases), you should recount - but that wasn't done. Not sure the bylaws shouldn't be changed for other reasons - but I don't see the ambiguity... So if there is prior notice, does that mean we have violated absentee rights and if so, that the results on what passed or failed should actually be detemined based on the bylaws...or does what the chairman declared still stand?

[Tim Wynn]

thanks - but there IS a requirement of prior notice of bylaw amendments (which was met). (Didn't note that because didn't catch the relevancy. There was also a quorum present (at least initially - no recount on that was taken either, but no one has questioned it.)) Not sure I agree that the phrase is ambiguous - it definitely states 2/3 vote (for bylaws - or majority for other motions) of the members present at the meeting...Have read that to mean one should take a count of voting strength, calculate 2/3 and then determine voting results based on that. As the strength wanes (or increases), you should recount - but that wasn't done. Not sure the bylaws shouldn't be changed for other reasons - but I don't see the ambiguity... So if there is prior notice, does that mean we have violated absentee rights and if so, that the results on what passed or failed should actually be detemined based on the bylaws...or does what the chairman declared still stand?

It's ambiguous.

[Josh Martin]

So if there is prior notice, does that mean we have violated absentee rights and if so, that the results on what passed or failed should actually be detemined based on the bylaws...or does what the chairman declared still stand?

What the chairman declared stands. It appears that proper notice was given and a quorum was present. The only violation then is the chair's declaration of the vote, and the fact that the voting threshold is based on a proportion of the members present does not change the application of Official Interpretation 2006-18. See especially the second paragraph of the answer. It seems clear to me that this is not a continuing breach. The issue would have had to be corrected at the time.

It seems that (unfortunately), the assembly will need to go through the process of amending its Bylaws again to clean up the chairman's mess. For future reference, see RONR, 11th ed., pgs. 247-260; 650-653 for information on the processes for a Point of Order, an Appeal, and what to do if the chairman ignores those motions.

[Guest Cathy]

not the answer I wanted, but thank you so much, Josh! Teach me to miss a meeting - and to reiterate my recommendation that this organization appoint an official parliamentarian!

[tctheatc]

"By-Laws may be amended, altered, changed, added to, or repealed by a two-thirds (2/3) vote of the Association membership present" ...... Not sure I agree that the phrase is ambiguous - it definitely states 2/3 vote (for bylaws - or majority for other motions) of the members present at the meeting...Have read that to mean one should take a count of voting strength, calculate 2/3 and then determine voting results based on that. As the strength wanes (or increases), you should recount - but that wasn't done. Not sure the bylaws shouldn't be changed for other reasons - but I don't see the ambiguity...

"of the association membership present" could be taken to describe who it is that does the voting. In that case, it's completely redundant because who else would be voting? Nonetheless maybe that's what it's there for in which case the phrase in question refers simply to a 2/3 vote. Even with 50 "association members present" a vote of 2-1 would suffice.

or...

"of the association membership present" could be taken to describe the vote required. In that case, it expands on the 2/3 vote threshold and dictates that a 2-1 vote with 50 "association members present" simply won't do. A 2 to 3 ratio of all the potential voters is required. With 50 present, 34 is needed.

It can be taken either way. You seem to see the 2nd way. But it IS ambiguous.

[Josh Martin]

"of the association membership present" could be taken to describe who it is that does the voting. In that case, it's completely redundant because who else would be voting? Nonetheless maybe that's what it's there for in which case the phrase in question refers simply to a 2/3 vote. Even with 50 "association members present" a vote of 2-1 would suffice.

or...

"of the association membership present" could be taken to describe the vote required. In that case, it expands on the 2/3 vote threshold and dictates that a 2-1 vote with 50 "association members present" simply won't do. A 2 to 3 ratio of all the potential voters is required. With 50 present, 34 is needed.

It can be taken either way. You seem to see the 2nd way. But it IS ambiguous.

While I concede that the statement would be clearer if it read "a vote of two-thirds of the members present" to be consistent with the wording used in RONR, in the meantime, I think that it is reasonable to presume that the language is there for a reason, and therefore, the second interpretation is the most reasonable (RONR, 11th ed., pg. 589, line 34 - pg. 590, line 1).

[tctheatc]

I don't disagree, Josh.

And if only everyone would agree on what's reasonable, such precision wouldn't be necessary in language, both in parliamentary issues and air traffic control!

[Guest Cathy]

and therein lies the rub! Thank you all for weighing in on this! Sadly I fear this leaves the organization with a very confused path forward (I would need PAGES to outline the convulated way this was all managed!), but I will go back to them with the opinion that what was stated by the chair as the result of the various votes - even if in contradiction to the bylaws - stands and they will have to figure out how to deal with it until next year (or consider calling a special meeting of the membership to address anew). Much appreciation - and I have found a great new resource! Cathy

[Gary c Tesser]

...

this leaves the organization with a very confused path

(I couldn't decide which impulse to reply to this with:

1. Welcome to the club.

2. This makes you different how?

-- Is #1 too vapid or trite?

-- Is #2 too acerbic?

-- Do I overthink sometimes?

but I will go back to them with the opinion

Unless we're not done, this is not an opinion, it is a fact.

and I have found a great new resource! Cathy

So why haven't you called lately?