Conducting business after meeting ajourned

[Guest Diane L]

At a recent board meeting, after the meeting was adjourned, someone noted that the board had failed to take action on a member who had missed two meetings.

The meeting was "reopened" and a vote was taken by show of hands.

Of 8 people, 3 were in favor of keeping the member, 1 voted against and 4 abstained.

I believe that to be a valid vote to keep the member since it takes 2/3 of those voting to remove.

Instead they 'revoted' using paper ballots. 5 voted to remove.

Three questions: Is 'reopening" the meeting valid?

Was the second vote appropriate just because some people abstained?

Does the third vote meet the 2/3 majority requirement?

Thanks!

[George Mervosh]

Any business like this conducted after the meeting was declared adjourned would be in the nature of a special meeting, therefore, its validity is in great doubt.

[Trina]

Reopening the meeting was not valid. All business conducted after the real meeting adjourned is null and void.

Is the removal process you describe (the board voting a member out for missing meetings) specifically described in your bylaws?

On the second (ballot) vote, how many people (total) cast votes? You only said that 5 voted to remove the member, so information on that round of voting is incomplete.

[JohnR]

If your bylaws don't provide for removing board members, then you can't just take a vote—you must follow the disciplinary process outlined in RONR Chapter 20.

A meeting cannot be reopened after it has adjourned. But if no one finds out and you doctor the minutes, well, that's on your conscience.

Even if the extended meeting were valid and you were following your bylaws in removing the member, there was no justification for taking a second vote by ballot. One out of four votes cast by show of hands fails both a majority and 2/3 requirement.

[Guest Guest]

On the paper ballot, 8 voted. 5 voted to remove (63%). I believe a 2/3 majority would require 5.33 votes meaning that there would have needed to be 6 votes.

voting to remove a member who misses to meetings is covered in the bylaws but requires a 2/3 of the voters to remove.

Even if it had not been conducted after the meeting, why would the first vote not have been sufficient. Don't people have the right to abstain? There is no minimum number of voters required, just that 2/3 of those voting must vote to remove.

[Guest Guest]

Can anyone point me to the section that specifies the re-opening of the meeting was not valid?

[JohnR]

Even if it had not been conducted after the meeting, why would the first vote not have been sufficient. Don't people have the right to abstain? There is no minimum number of voters required, just that 2/3 of those voting must vote to remove.

Yes, members always have the right to abstain. Unless the requirement is 2/3 of all the members, then it only takes 2/3 of the votes actually cast.

Can anyone point me to the section that specifies the re-opening of the meeting was not valid?

I think you will have to read the whole section on the motion To Adjourn. There is nothing in RONR that says "you can't reopen a meeting" in those words, but "adjourn" means to close the meeting. Once the chair declares the meeting adjourned, there is no official assembly in existence at that time to make any decisions at all, including "reopening" the meeting.

[George Mervosh]

At a recent board meeting, after the meeting was adjourned, someone noted that the board had failed to take action on a member who had missed two meetings.

Had this member had this epiphany before the meeting finally adjourned and had he tried to call the chair's attention to it prior to the chair adjourning the meeting, it's possible the meeting could have continued since the adjournment would have been improper. RONR (11th ed.), p. 240, ll. 3-10 Your facts don't support that, so the meeting was properly adjourned, and improperly re-convened.

[Gary Novosielski]

Can anyone point me to the section that specifies the re-opening of the meeting was not valid?

After the meeting is adjourned, the meeting has ended. Since there is no longer a meeting, nobody can move to "reopen" the meeting, because motions can only be made within the meeting.

Any business conducted was null and void.

You can take this matter up at your next regular meeting, or at a special meeting IF your bylaws allow them and IF you follow the proper procedure for calling one, and IF you provide the proper amount of prior notice.

[Guest Don Stevens, RP]

A majority vote or a 2/3 vote, if unqualified, is determined by those voting excluding blanks and abstensions. If the bylaws qualify voting on issues by stating that buisiness is adopted by a majority vote or a 2/3 vote of those present, you have a different result because the math is different. See RONR (10th ed.) p.387-389 or (11th ed. ) 400-404

When the bylaws are silent on the voting requirement to adopt business, RONR applies the latter explanation above.and