Is Point of Order the right path?

[Quest]

Ok...short synopsis of what I face...this is an extension of my previous question regarding resignation/quorum concerns.

This blow up took place in January meeting because after consulting with an attorney a course of action was deemed not legally sustained by our current bylaws and even though the direction was supported by the POA members unanimous vote in 2015 the correct paper work was not presented and filed by our former attorney. Some members, who clearly wanted to exploit our weak moment argued that rather than allow the attorney to draw up corrected documents to remedy that, we should completely revise our bylaws...the blow up prevented an consensus or quorum vote.

In the nest meeting that I did not attend a vote of a quorum is stated in the minutes as, "The second order of business discussed moving forward with ____________law frim on getting bylaws legal. ____recommendation was that we move ahead with this plan of action. The motion was made by ____ and seconded. The board voted with 100% carry of motion".

The minutes do not contain any of the recommendations that preceded this. I was TOLD it was recommended each member bring in 2 suggestions for change to be discussed and sent to the attorney.

Here is hiccup #2 At the NEXT meeting that was diminished to 3 that view themselves as a legal quorum (questionable based on state law) a COMMITTEE of 2 was formed to revise the bylaws.

I am uncertain how to proceed. My OBJECTIVE is to challenge the formation of this committee with a motion to challenge the legality of the 3 party quorum claim. . The objective is to get them to rescind their previous decision voluntarily or force the issue back to the attorney. 

Should I enter a POINT of Order regarding their previous actions based on my belief they are in error ...they will intend to blast forward so my actions must be consistent with RR's of order. 

Or should I make the motion to suspend any action until an attorney rules and then within the DEBATE present the option of rescinding since we will have returned to what is without question a legal quorum of 5.

My terms may not be accurate here as I am just learning the language. 

 

Edited March 8, 2019 at 06:38 PM by Quest

[Josh Martin]

1 hour ago, Quest said:

I am uncertain how to proceed. My OBJECTIVE is to challenge the formation of this committee with a motion to challenge the legality of the 3 party quorum claim. . The objective is to get them to rescind their previous decision voluntarily or force the issue back to the attorney. 

Should I enter a POINT of Order regarding their previous actions based on my belief they are in error ...they will intend to blast forward so my actions must be consistent with RR's of order. 

Or should I make the motion to suspend any action until an attorney rules and then within the DEBATE present the option of rescinding since we will have returned to what is without question a legal quorum of 5.

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void.

I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event.

I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

Edited March 8, 2019 at 07:28 PM by Josh Martin

[Quest]

1 hour ago, Josh Martin said:

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void.

I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event.

I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

Explain appeal

 

Edited March 8, 2019 at 09:12 PM by Quest

[Quest]

2 hours ago, Josh Martin said:

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void.

I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event.

I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

Since it is likely this event was recorded in the minutes should that be when the POO is raised? When the minutes are presented for approval?

[jstackpo]

26 minutes ago, Quest said:

Explain appeal

See RONR, p. 255ff.

13 minutes ago, Quest said:

Since it is likely this event was recorded in the minutes should that be when the POO is raised? When the minutes are presented for approval? 

No. The minutes should describe what happened warts and all, and the approval is the association's collective endorsement that they are a correct description.

I suppose the best point to raise your "no quorum/invalid committee formation" point is when some business relating to the committee comes up.

[Quest]

You have been so helpful

[Joshua Katz]

43 minutes ago, jstackpo said:

No. The minutes should describe what happened warts and all, and the approval is the association's collective endorsement that they are a correct description.

 

It seems to me it would be proper to amend the minutes to remove the likely statement that a quorum was present, if the member is arguing that a quorum was not present.

[Josh Martin]

12 minutes ago, Joshua Katz said:

It seems to me it would be proper to amend the minutes to remove the likely statement that a quorum was present, if the member is arguing that a quorum was not present.

There is no reason for the minutes to contain such a statement, but I agree that if they do, it should be removed.

[Quest]

3 hours ago, Joshua Katz said:

It seems to me it would be proper to amend the minutes to remove the likely statement that a quorum was present, if the member is arguing that a quorum was not present.

Since that was presumed and not questioned by them it would likely not be in the minutes...just the action taken.

Edited March 9, 2019 at 02:25 AM by Quest