Suspending officers

[Guest Dr Jhing Sy]

If the President holds a special meeting without a quorum, can they still go ahead with the business of accepting the report of an ethics committee which recommends the suspension of the majority of the officers of the Board for alleged conduct unbecoming of an officer?
Second, if the Board suspends the majority of its officers, doesn't that render the Board non-functional since it practically paralyzes its own Board with the suspension of the majority of its officers?
Will appreciate anyone's opinions about these.

Thank you.

[jstackpo]

In the order you asked...

Presuming that the president is authorized (in the bylaws  --  check this) to call a Special Meeting in the first place, the meeting cannot do anything (except a few things on page 347) and that "anything" includes NO business.

The  remaining board members may be able to fill the vacancies  --  gain check your bylaws.  Also check how  your bylaws define "suspend".  Suspension may not actually remove someone from a position.  See the footnote on page 6

[Guest Dr Jhing Sy]

1 hour ago, jstackpo said:

In the order you asked...

Presuming that the president is authorized (in the bylaws  --  check this) to call a Special Meeting in the first place, the meeting cannot do anything (except a few things on page 347) and that "anything" includes NO business.

The  remaining board members may be able to fill the vacancies  --  gain check your bylaws.  Also check how  your bylaws define "suspend".  Suspension may not actually remove someone from a position.  See the footnote on page 6

Thank you for your reply. First answer, understood.  May I elucidate further on my second question? Assuming, there are 15 elected Board members comprising of 7 officers (President, EVP, 3 VPs, Treasurer and Auditor)  and the remaining 8 are Trustees. 9 of the total 15 have been suspended. 6 are remaining including the President. There are no other officers to fill the vacancies. Can the Board still legally function based on the situation presented? The bylaws is silent on this matter since this is the first time it has happened to the organization. Again, thank you for your time. Your response (and those of the others forthcoming) are indeed very helpful.

[jstackpo]

What do the bylaws say is the quorum?  Please copy out a direct quotation, not a paraphrase.

[Joshua Katz]

Why do we consider reports to be business that cannot be conducted without a quorum?  As I understand it, business is "doing something."  Such business often follows reports, to be sure, but what is the objection to hearing things without acting?

[Richard Brown]

22 minutes ago, Godelfan said:

Why do we consider reports to be business that cannot be conducted without a quorum?  As I understand it, business is "doing something."  Such business often follows reports, to be sure, but what is the objection to hearing things without acting?

I share Godelfan's concern.  I know that giving reports is considered by most of our regulars as "conducting business", but I don't really  see a problem with it as long as no action is being taken on the reports.  Is the issue perhaps that if reports are read at an inquorate meeting, they are considered as having been read (or presented) and therefore will not be presented again at the next meeting when a quorum is hopefully present?  If that is the issue, just read em again at the next meeting. At least those members who did show up at the inquorate meeting get to hear the reports and have an extra month to mull them over.

[jstackpo]

22 minutes ago, Godelfan said:

Why do we consider reports to be business that cannot be conducted without a quorum?  As I understand it, business is "doing something."  Such business often follows reports, to be sure, but what is the objection to hearing things without acting?

Objection to "Hearing with out acting"?  Nothing, of course, but since this is a Special Meeting, presumably there is some "do something" business specified in the call to the meeting.  Without a quorum that something can't be (properly) done. 

And at a later quorate meeting, the group will have to hear that report all over again (because many weren't there first time around)  so why bother to present it when nothing can be done with respect to the report's recommendations.

[Richard Brown]

6 minutes ago, jstackpo said:

And at a later quorate meeting, the group will have to hear that report all over again (because many weren't there first time around)  so why bother to present it when nothing can be done with respect to the report's recommendations.

See my answer directly above.  It's so that those who do go to the trouble to show up at an inquorate meeting in bad weather at least get to hear the reports and have an extra month to mull them over.  If the members present at that inquorate meeting don't want to hear them, they should be able to postpone the reports until the next meeting.  Or just adjourn before they can be read.

Edited to add:  I do concede that you make a good point, though.

Edited January 10, 2017 at 03:36 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

Hearing reports is not among the exceptions allowed for inquorate meetings.  That should be reason enough, but if pressed, I would guess it is because hearing reports is not a measure to obtain a quorum.

[Joshua Katz]

9 minutes ago, Gary Novosielski said:

Hearing reports is not among the exceptions allowed for inquorate meetings.  That should be reason enough, but if pressed, I would guess it is because hearing reports is not a measure to obtain a quorum.

True, but my point is that it's also not a motion.  My understanding of the exceptions is that they are the only business allowed - i.e. the only motions in order.

[Gary Novosielski]

Because reports of officers and committtees, sanding or select, are part of the standard order of business, I consider them business.  Since this was a special meeting, the business to be conducted must be specified in the call, so presuming that the receiving of this report was germane to that business, as I presume it was, it would be part of the business to be conducted.

But I still see no justification for entertaining it in the absence of a quorum.

[Richard Brown]

What exactly is the harm in allowing those members who go to the trouble of showing up to hear a report they want to hear and that the reporting officer wants to give? They could adjourn but hang around and then hear it read immediately after adjourning, so why not allow it before they adjourn?

Besides, that last member needed for a quorum just might show up while the report is being read. If the meeting has already been adjourned, it is over and cannot be called back to order.

[Kim Goldsworthy]

4 hours ago, Gary Novosielski said:

But I still see no justification for entertaining it [committee report] in the absence of a quorum.

One justification:

• As long as 10 or 20 members did show up, then those 10 or 20 members should not be compelled to waste time. Those 10 or 20 members are not barred from TALKING among themselves.

One of the things they are free to TALK about, without a quorum, is a REPORT.

Remember, without a quorum, you cannot transact business in the name of the organization, and you cannot make permanent decisions in the name of the organization.

But you can PLAN and DISCUSS.

It violates no rule in Robert's Rules of Order to plan and discuss, without a quorum.

Next meeting, when a quorum is present, the report may be presented officially and properly.

And official action may be taken.

[Gary Novosielski]

What about the rule that discussing, a.k.a. "debate" is not in order except when a motion is before the assembly? 

If the group does not want to waste an opportunity for motion-free discussion, let them do so during a recess if there is any hope of obtaining a quorum, or after adjournment if there is none.

[Joshua Katz]

18 hours ago, Gary Novosielski said:

What about the rule that discussing, a.k.a. "debate" is not in order except when a motion is before the assembly? 

If the group does not want to waste an opportunity for motion-free discussion, let them do so during a recess if there is any hope of obtaining a quorum, or after adjournment if there is none.

Yes, what about that rule?  So far as I can tell, that rule has nothing to do with the presence of quorum.  If it is out of order to give reports under that rule without a quorum, then it is also out of order to do so with a quorum.  

[Kim Goldsworthy]

20 hours ago, Gary Novosielski said:

What about the rule that discussing, a.k.a. "debate" is not in order except when a motion is before the assembly?

A motion won't happen on any report, because VOTING won't happen without a quorum.

A motion arising out of a report is out of order, where no quorum is present.

[Gary Novosielski]

On 1/11/2017 at 9:29 PM, Godelfan said:

Yes, what about that rule?  So far as I can tell, that rule has nothing to do with the presence of quorum.  If it is out of order to give reports under that rule without a quorum, then it is also out of order to do so with a quorum.  

I have no idea what that means.

[Joshua Katz]

6 hours ago, Gary Novosielski said:

I have no idea what that means.

You asked about the rule that "debate" is out of order without a motion.  I assumed you meant this as a reason reports are out of order without a quorum - there's no pending motion and yet people are saying things.  But this is also the case when there is a quorum, so I don't see how it differentiates between an inquorate meeting and one with a quorum.

[Gary Novosielski]

15 hours ago, Godelfan said:

You asked about the rule that "debate" is out of order without a motion.  I assumed you meant this as a reason reports are out of order without a quorum - there's no pending motion and yet people are saying things.  But this is also the case when there is a quorum, so I don't see how it differentiates between an inquorate meeting and one with a quorum.

I meant that "planning and discussion" were debate, and not in order without a motion.

I contend that presenting of reports is "business" not in the nature of a measure to obtain a quorum, and as such is not in order at an inquorate meeting.

Others may disagree, but that's what RONR appears to say.

Edited to add:

Here is the procedure from RONR §40:

Quote

If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above.

 

Notice that if the chair follows that procedure, the only business in order after the chair's announcement is to entertain one of the motions allowed. Thus there is no way to reach any other item in the order of business, such as committee reports..

Edited January 14, 2017 at 06:26 AM by Gary Novosielski

[Guest Nancy N.]

On 1/10/2017 at 3:50 AM, Guest Dr Jhing Sy said:

Second, if the Board suspends the majority of its officers, doesn't that render the Board non-functional since it practically paralyzes its own Board with the suspension of the majority of its officers?

 

On 1/10/2017 at 8:06 AM, jstackpo said:

What do the bylaws say is the quorum?  Please copy out a direct quotation, not a paraphrase.

Doctor (I mean Dr Jhing Sy in this respect, not Dr. Stackpole this time) -- getting back to your question, assuming you haven't passed out from breathless anticipation since Tuesday, so, what do the bylaws say the quorum is?  (I paraphrase from Dr. Stackpole, not being a college graduate.)

[Dan Honemann]

It appears that the second question asked is moot, since the answer to the first question is "no".

But even if the second question is being asked in anticipation of such action being validly taken at some future meeting of the board, it seems to me that the answer will depend not only upon what (if anything) the bylaws say about what constitutes a quorum of the board, but will also depend, much more importantly, upon what the bylaws say about the election of officers, their terms in office, the "suspension" of officers by the board, the filling of vacancies in office, and so forth. In other words, one will need to read these bylaws in their entirety before even trying to arrive at a reasonable response. 

 

[Shmuel Gerber]

On 1/14/2017 at 7:46 AM, Daniel H. Honemann said:

In other words, one will need to read these bylaws in their entirety before even trying to arrive at a reasonable response. 

That hasn't stopped anyone from trying, though.