YOU DID NOT RAISE AN OBJECTION TIMELY. GOTCHA!!

[star1441]

A NOTICE was given about a special meeting. It was not given properly. The Bylaws say, among other things, "ten days". The notice was given seven days before the meeting. This validity question is not about the meeting itself- nothing was discussed or voted on. It was a forum for candidates for office to address the members/voters and answer questions.

However, the Secretary announced that this special meeting  will be eligible to be counted as one of five general meetings that each member must attend a year, to maintain active status. The tally will be held later in the year, so while the meeting is over and done, the matter is still very much open.

A member raised an objection a few weeks after  the meeting. He pointed out that with improperly given notice, the meeting is not valid, and cannot be counted.

The reply: You did not object at the start of the meeting. You signed the attendance sheet. "Gotcha".

This seems to be nonsense.

A. Any other member who did not attend the meeting, and did not sign,  may raise a valid objection , according to this theory?

B. Also, if the objection is not to holding the  (improperly noticed ) meeting, but to using it for counting purposes at a much later date, why can't a member who did attend the

meeting raise the ( valid) objection  after the end of the meeting but before the counting ?

Or does "gotcha" rule?

 

Thank you.

 

Yoram

 

 

 

 

 

[Rob Elsman]

From the facts given, I would have to assume "gotcha" rules, since no member seems to have raised an Appeal from the decision of the chair immediately after the ruling was made. See RONR (11th Ed.), p. 257, Standard Descriptive Characteristic 3.

I just caught on to the fact that the secretary, not the president, was saying all this.

Edited June 29, 2019 at 07:41 AM by reelsman

[Guest Zev]

What is wrong with bringing this subject up at the next properly-called meeting and letting the assembly decide whether the so-called meeting counts or not?

[Joshua Katz]

Is the Secretary given the power to decide what should "count" towards these eligibility requirements?

Since the eligibility requirements are in the bylaws, it seems to me that a point of order that they are being applied incorrectly would be timely until the point at which the tally is held, and, depending on what is done with them, perhaps longer. 

[J. J.]

8 hours ago, star1441 said:

A NOTICE was given about a special meeting. It was not given properly. The Bylaws say, among other things, "ten days". The notice was given seven days before the meeting. This validity question is not about the meeting itself- nothing was discussed or voted on. It was a forum for candidates for office to address the members/voters and answer questions.

I'm going to give a different answer than most of my colleagues.

The meeting itself is null and void (assuming that there are absentees), because of the improper notice.  A action taken in violation of a rule protecting absentees creates a breach of a continuing nature (p. 251, ll. 20-21).  A point of order can be raised against this at any time while this breach continues.  Someone who became a member after this meeting would be capable of rising a point of order regarding it.  Some member who attended this meeting, or who was absent, can raise a point of order after the fact.

An improperly called meeting cannot be "counted" as a proper meeting, unless the bylaws say otherwise, because it violates absentee rights. 

The point of order may be raised again, if the breach is continuing.  If the chair decides the same way, that decision should be appealed. 

[Atul Kapur]

I agree with JJ.

However, Yoram @star1441, I'm curious why you objected since you were there and it doesn't seem to harm anyone because it gives members one more chance to reach the threshold of attending five meetings (unless this replaced a proper meeting).

[Joshua Katz]

49 minutes ago, J. J. said:

I'm going to give a different answer than most of my colleagues.

 

Well, I agree with your conclusion, but I don't think there is anything wrong with an improperly-noticed non-meeting, persay. Rather, the breach, which I agree is continuing, is treating it as a meeting for the purpose of qualification.

If they purported to take actions at the non-meeting, the continuing breach would be the actions purported to have been taken, not the fact that the non-meeting happened.

43 minutes ago, Atul Kapur said:

However, Yoram @star1441, I'm curious why you objected since you were there and it doesn't seem to harm anyone because it gives members one more chance to reach the threshold of attending five meetings (unless this replaced a proper meeting).

It seemed to me that this was going to replace a real meeting, after the fact. (Given what we've been told, by the way, it also seems likely that even a properly-noticed special meeting shouldn't be counted.) Nonetheless, in many organizations, I would think that improperly qualifying "full members" would have a negative effect on properly-qualified full members.

[star1441]

Thanks your comments.

 

The main issue here is that the Association leadership-  President, Secretary, Parliamentarian, COO who is a lawyer, our in house legal counsel,

are the ones who flaunt and violate bedrock bylaws, out of ignorance [the elected member-secretary] or willfully [the lawyer].

The security patrol we hired and paid to protect us is burglarizing our house.

In this case it is  an improper notice. (The bylaw says ten days' notice , the  secretary sent it in seven)

In another case [ actually twice ] it was ordering open voting, by raising hands, when the bylaws say clearly 'by ballot'.

And then, when called, there is no admission, no retraction , just a "gotcha"- You, a member, should have objected there and  then, even if the ones in charge

violated, or were asleep at the wheel.

and if you did not, then we -the guardians- get a get out of jail free card.

No.

 

Yoram

 

[Joshua Katz]

It seems to me you should elect different leadership. 

[star1441]

Amen to that.

The leadership is elected annually.

But the In House Counsel/Legal advisor is on a contract that is not easy to terminate.

However...

 

Y.

 

[Joshua Katz]

9 hours ago, star1441 said:

But the In House Counsel/Legal advisor is on a contract that is not easy to terminate.

 

Your employees don't run the place. They can try to, and good leadership can stop them. 

[Alexis Hunt]

I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind.

[Joshua Katz]

But, as I understand it, the issue here is not validity - everyone agrees it was invalid - but rather whether the non-meeting counts for the purpose of an internal membership qualification. The laws may have something to say about that, or may not, but I don't think a law providing that one who attends a meeting cannot object to its validity is determinative here.

[Richard Brown]

On 7/1/2019 at 2:43 PM, Joshua Katz said:

But, as I understand it, the issue here is not validity - everyone agrees it was invalid - but rather whether the non-meeting counts for the purpose of an internal membership qualification. The laws may have something to say about that, or may not, but I don't think a law providing that one who attends a meeting cannot object to its validity is determinative here.

I agree.  FWIW, I think I agree with J.J. that attendance at something which is not an official meeting should not count as attending a meeting.  However, if a point of order is raised as to whether attendance at the questionable  "meeting" counts as a "meeting attended", the chair will rule on the point of order and the ruling may be appealed to the assembly.  The decision of the assembly is final, whether we agree with it or not.

[star1441]

" I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind. "

THANK YOU ALEXIS HUNT.

This is exactly the "gotcha" that our in house legal advisor tried to pull.

He quoted the California Corporate Law... Not only is this wrong- and I agree with you here- but it was a neat attempt at misdirection.

(Even if the CC holds, which it does not, nothing stops a member who was not at the meeting and did not sign the attendance sheet, from

raising that objection). 

But Timely objection  is not the issue. And he knew it- he personally went around with the attendance making sure that everybody signs.  The attendance sheet

is always left, un attended, on a table at the entrance.,

The issue here is , of course, the violation of the bylaws. By our hired lawyer, !.

 

Y.