Minutes of a meeting which had been improperly convened

[Guest Jim]

Hello forum,

The board of a society the bylaws of which have designated RONR is the society's parliamentary authority convened an evening teleconference that was attended by sufficient numbers to meet requirements for quorum. It may bear noting that the bylaws permit such meeting provided every participant can interact aurally with the others.

The meeting was, however, called with less than 24 hours' notice, notwithstanding the bylaws stipulation that in the absence of a declared emergency at least 5 days' notice shall have been required except where such notice had been waived in every case by all entitled to attend who did not.

At its first subsequent regular meeting, the board approved the minutes of the teleconference.

No formal consideration has so far been accorded this lack of notice, and no waiver at any point since been requested (much less obtained in all cases).

My question is whether, in the call for agenda items for the next regular meeting of the board, it will be in order for me to have put onto the agenda, as a main motion, a point of order that the teleconference had been convened contrary to the bylaws, and its record therefore not allowed to stand?

If such a motion would be in order, are separate motions required to address first the meeting and then its minutes, for example

THAT the Society board "meeting" of 7:30 PM November 27 2012 be ruled out of order for failure of notice of the meeting to have been given as required in the bylaws

and then with respect to the minutes, must the entire records be struck

THAT the minutes of the Society board "meeting" of 7:30 PM November 27 2012 be struck

or does one substitute what is between the minuted call to order and the minuted adjournment

THAT the minutes of the Society board "meeting" of 7:30 PM November 27 2012 be substituted to minute failure of notice of the meeting to have been given as required in the bylaws

??

Thanks, flashers

Jim

[Sean Hunt]

It may bear noting that the bylaws permit such meeting provided every participant can interact aurally with the others.

It would normally, but it appears that possibly that may not be the case.

My question is whether, in the call for agenda items for the next regular meeting of the board, it will be in order for me to have put onto the agenda, as a main motion, a point of order that the teleconference had been convened contrary to the bylaws, and its record therefore not allowed to stand?

It is not a main motion, and the Point of Order can be raised at any time. It may be advisable to wait until a good time, such as New Business.

If such a motion would be in order, are separate motions required to address first the meeting and then its minutes, for example

Perhaps other members of the forum would have a different opinion, but (especially if there is a motion to Ratify the action taken at the teleconference meeting) I would recommend adding a note indicating that the meeting was declared null and void, but leaving the records for completeness, since business was still purported to have been done at the invalid meeting.

[Josh Martin]

My question is whether, in the call for agenda items for the next regular meeting of the board, it will be in order for me to have put onto the agenda, as a main motion, a point of order that the teleconference had been convened contrary to the bylaws, and its record therefore not allowed to stand?

A Point of Order is not a main motion (it is an incidental motion), and it is not required to put it on the agenda... although I suppose I see no reason why you couldn't.

If such a motion would be in order, are separate motions required to address first the meeting and then its minutes, for example

I'm not sure it is necessary to address the minutes, but if a motion is needed I would certainly handle it separately.

THAT the Society board "meeting" of 7:30 PM November 27 2012 be ruled out of order for failure of notice of the meeting to have been given as required in the bylaws

No, that is not how a Point of Order works. As noted previously, it is not a main motion. In this case, I would wait until New Business when no other business is pending, rise and state, "I rise to a Point of Order." The chair would then ask you to state your point, and you would then make the point of order that the special meeting for Nov. 27, 2012 was not properly called as required in the Bylaws, and that therefore, all business conducted at the meeting is null and void. The chair will then rule your point "well taken" (meaning he agrees with you) or "not well taken" (meaning he does not), and in either event he should explain his reasoning. If you disagree with the ruling of the chair, you may then make an Appeal, and that is what would place the question in the hands of the assembly. Read RONR, 11th ed., pgs. 247-260 for more information.

and then with respect to the minutes, must the entire records be struck

THAT the minutes of the Society board "meeting" of 7:30 PM November 27 2012 be struck

or does one substitute what is between the minuted call to order and the minuted adjournment

THAT the minutes of the Society board "meeting" of 7:30 PM November 27 2012 be substituted to minute failure of notice of the meeting to have been given as required in the bylaws

Neither. The minutes are a record of what was done, even if it wasn't supposed to be done. The minutes should not be changed, although it may be appropriate to add a footnote indicating that the meeting was not properly called and the business conducted was declared null and void.

[Guest Edgar]

The minutes are a record of what was done, even if it wasn't supposed to be done. The minutes should not be changed,

Well, the minutes are a record of what was done at a legitimate meeting. It's one thing to have minutes for a legitimate meeting where everything that was done is null and void. But having minutes when the "meeting" itself was illegitimate (i.e. wasn't a meeting at all) seems a tad irregular.

[Josh Martin]

Well, the minutes are a record of what was done at a legitimate meeting. It's one thing to have minutes for a legitimate meeting where everything that was done is null and void. But having minutes when the "meeting" itself was illegitimate (i.e. wasn't a meeting at all) seems a tad irregular.

Okay. Do you have an alternative suggestion? I think there is value in keeping the records, irregular or not, in case the actions are ratified, or in case the society wishes to use it as evidence in a disciplinary trial, or whatever.

[Guest Edgar]

Okay. Do you have an alternative suggestion? I think there is value in keeping the records, irregular or not, in case the actions are ratified, or in case the society wishes to use it as evidence in a disciplinary trial, or whatever.

Sure, keep all the records you want. I'm just suggesting they not be referred to, or even formatted as, minutes lest future generations get the mistaken idea that a meeting was held.

[Dan Honemann]

Sure, keep all the records you want. I'm just suggesting they not be referred to, or even formatted as, minutes lest future generations get the mistaken idea that a meeting was held.

But as far as we know now, one was.