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Byron Baxter

improper meeting notice -- bylaws

Shmuel Gerber

Please note:

This topic has been split off from

https://robertsrules.forumflash.com/topic/33017-improper-meeting-notice/

It will make more sense if you read the first few posts there.

 

Message added by Shmuel Gerber

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11 minutes ago, Byron Baxter said:

Would a vote to ratify an adopted motion at the previous meeting be in order?

It depends on the circumstances. If the motion was properly adopted at a meeting held with proper notice and at which a quorum was present, a motion to ratify would usually be out of order. However, if a quorum was not present, the motion, if it was adopted in the absence of a quorum, should be ratified at the next meeting at which a quorum is present.

Edited to add: if it was not a valid meeting, such as a gathering of members at which proper notice was not given, a motion to ratify would not be in order. It is as if the motion was never made or adopted. It must be made again as a new motion.

Edited by Richard Brown
Added last paragraph

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A quorum was present, but notice was given verbally at the meeting prior to the motion being adopted.  The challenge centers around written notice not being sent with the call of the meeting.

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Was the motion in question one of the type that requires written notice for its introduction, e,g. (probably) a bylaw amendment?

Edited by jstackpo
spelling

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10 minutes ago, Byron Baxter said:

A quorum was present, but notice was given verbally at the meeting prior to the motion being adopted.  The challenge centers around written notice not being sent with the call of the meeting.

 

Was it a motion which required previous notice? Previous notice of a motion may be given either in the notice or call of the meeting or verbally at the previous meeting.

 What was the nature of the motion and why do you think it might have been improper? More information would be helpful.

Edited to add: I agree with Doctor Stackpole's answer above. If your bylaws require written notice, such as for a proposed bylaw Amendment, then giving verbal notice at the previous meeting would not be sufficient

Edited by Richard Brown
Added last paragraph

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Well, you have two possibilities, so we may as well save time and answer both of them.

1. Notice was required: if notice is given at the prior meeting, it must be the precise wording. If it was, you have no problem. If it wasn't, then notice was improper and a point of order may be raised.

2. Notice was not required, but would change the vote threshold: If no timely point of order was raised and the wrong threshold was used, it is now too late to object.

In any other case, there was no problem at all.

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22 minutes ago, Joshua Katz said:

Notice was required: if notice is given at the prior meeting, it must be the precise wording. If it was, you have no problem. If it wasn't, then notice was improper and a point of order may be raised.

I believe, according to this language on page 122 of RONR, that previous notice does not need to contain the precise language of the motion being noticed unless the bylaws or special rules of order require it.  Here is the pertinent language from page 122:

If previous notice is given at a meeting, it can be given orally unless the rules of the organization require it to be in writing—which is often the case with notice of amendments to bylaws. Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in "to raise the annual dues to $20"—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)."

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8 hours ago, Byron Baxter said:

Would a vote to ratify an adopted motion at the previous meeting be in order?

Perhaps, but in this case, there is some doubt that the previous "meeting" was, in fact, a meeting.

Edited by Gary Novosielski

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16 hours ago, Gary Novosielski said:

Perhaps, but in this case, there is some doubt that the previous "meeting" was, in fact, a meeting

The prior meeting was a regular monthly meeting and complied with all requirements.

19 hours ago, Joshua Katz said:

1. Notice was required: if notice is given at the prior meeting, it must be the precise wording. If it was, you have no problem. If it wasn't, then notice was improper and a point of order may be raised

This was a bylaw amendment. The verbal notice did include the precise wording of the proposed amendment.

On 1/12/2019 at 7:19 AM, Richard Brown said:

Edited to add: I agree with Doctor Stackpole's answer above. If your bylaws require written notice, such as for a proposed bylaw Amendment, then giving verbal notice at the previous meeting would not be sufficient

This is on the order of business for the next meeting.  If no point of order is raised, and the motion is adopted, what possible difficulties could arise?

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Anyone (presumably someone who didn't like the amendment) could raise a point of order at any later time that absentee rights -- i.e., their right to get written notice of bylaw amendments -- were violated and hence the motion was improper, null, and void.  See page 251, paragraph e).  This is a "continuing breach" so there is no requirement that the point of order be timely

Why take the chance?  Just do it right.

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17 hours ago, Gary Novosielski said:

Perhaps, but in this case, there is some doubt that the previous "meeting" was, in fact, a meeting.

 

1 hour ago, Byron Baxter said:

 

The prior meeting was a regular monthly meeting and complied with all requirements.

 

Mr. Baxter, in order to avoid this sort of confusion in the future, please note that you should ask your own questions by starting your own topic, and not by tacking them on to someone else's thread.   

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39 minutes ago, Daniel H. Honemann said:

Mr. Baxter, in order to avoid this sort of confusion in the future, please note that you should ask your own questions by starting your own topic, and not by tacking them on to someone else's thread.  

I apologize and in the future will start a new thread.

Thanks to all for the guidance.

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8 hours ago, jstackpo said:

Anyone (presumably someone who didn't like the amendment) could raise a point of order at any later time that absentee rights -- i.e., their right to get written notice of bylaw amendments -- were violated and hence the motion was improper, null, and void.  See page 251, paragraph e).  This is a "continuing breach" so there is no requirement that the point of order be timely

Why take the chance?  Just do it right.

A minor quibble:  Points of order must always be timely, but in the case of a continuing breach, the parameters of what is and is not timely are extended.

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9 minutes ago, Gary Novosielski said:

extended

How far?  

Granted, the breach would end when the (I am assuming) improper amendment was nullified (or whatever other continuing breach was closed and the problem resolved), but that could be a looong time in the future.  "It is never too late", page 251.  No statute of limitations there.

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6 minutes ago, jstackpo said:

How far?  

Granted, the breach would end when the (I am assuming) improper amendment was nullified (or whatever other continuing breach was closed and the problem resolved), but that could be a looong time in the future.  "It is never too late", page 251.  No statute of limitations there.

2

...extended indefinitely--so that it would remain timely for what is admittedly a looong time.  Or until the breach was otherwise resolved or rendered moot.  

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