Misuse by Majority

[Guest Rohit Mehta, Surat, India]

Rohit Mehta, Former President, The Southern Gujarat Chamber of Commerce and Industry, Surat, India

rsm.excel@gmail.com

1. Can majority of Trustees object to the calling of a meeting by the Chairman?

2. If the above mentioned meeting is called by the Chairman in spite of the objections, can this meeting be called illegal if proper Quorum is established?

 3. Can Trustees absent in the above mentioned meeting form a majority in the next meeting and object to and/or totally drop the minutes?  

4. Can a Trustee absent in a meeting suggest changes in minutes other than factual errors

[Josh Martin]

31 minutes ago, Guest Rohit Mehta, Surat, India said:

Rohit Mehta, Former President, The Southern Gujarat Chamber of Commerce and Industry, Surat, India

Is the organization in question based in the United States? Has the organization in question adopted RONR as its parliamentary authority?

If the organization is not based in the United States, I think this question is even more important here than it usually is. In other cases, what RONR says is often still applicable since it is still a manual on the common parliamentary law of the United States, however, what it says will not be of much use for an organization in another country unless it has specifically adopted RONR as its parliamentary authority.

I would also note that applicable law may provide otherwise on some or all of these questions, and procedural rules in applicable law takes precedence over RONR.

31 minutes ago, Guest Rohit Mehta, Surat, India said:

1. Can majority of Trustees object to the calling of a meeting by the Chairman?

Meetings can only be called as provided in the bylaws. Your bylaws should specify whether meetings can be called by the chairman and, if so, how much notice is required. If a meeting is called in compliance with the bylaws and applicable law, it generally cannot be objected to. On the other hand, if a meeting is not called in compliance with the bylaws and applicable law, the meeting is not valid.

31 minutes ago, Guest Rohit Mehta, Surat, India said:

2. If the above mentioned meeting is called by the Chairman in spite of the objections, can this meeting be called illegal if proper Quorum is established?

Meetings can only be called as provided in the bylaws. Your bylaws should specify whether meetings can be called by the chairman and, if so, how much notice is required. If a meeting is called in compliance with the bylaws and applicable law, the meeting is valid. On the other hand, if a meeting is not called in compliance with the bylaws and applicable law, the meeting is not valid.

31 minutes ago, Guest Rohit Mehta, Surat, India said:

 3. Can Trustees absent in the above mentioned meeting form a majority in the next meeting and object to and/or totally drop the minutes?  

No. The minutes are a record of what was done. It doesn't matter whether the assembly approves of what was done or even whether what was done was proper. All that matters is whether the minutes are an accurate record. Additionally, even if the Trustees did (improperly) refuse to approve the minutes, that doesn't change anything about the actions taken at the meeting. It just means the assembly has no official record of that meeting, which is generally not a good thing.

If the trustees believe that what happened at the previous meeting was invalid on some grounds, a member should raise a Point of Order, followed by an Appeal if necessary. If they simply disagree with what happened, a member should move to Rescind or Amend Something Previously Adopted for motions which were adopted, or renew motions which were defeated. A motion to Rescind or Amend Something Previously Adopted requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice.

If the trustees believe there are errors in the minutes, those errors should be corrected, and the minutes should be approved as corrected.

31 minutes ago, Guest Rohit Mehta, Surat, India said:

4. Can a Trustee absent in a meeting suggest changes in minutes other than factual errors

No one should suggest any changes in minutes other than factual errors, or errors regarding the rules concerning the contents of the minutes, whether or not the person was present at the previous meeting. The sole purpose of the minutes is to maintain an accurate record of what happened at the meeting.

Edited July 27, 2020 at 03:11 PM by Josh Martin

[Atul Kapur]

54 minutes ago, Guest Rohit Mehta, Surat, India said:

Can majority of Trustees object to the calling of a meeting by the Chairman?

Assuming that RONR is your adopted authority, then I agree with Mr. Martin's comments, above. But please note that a majority of the trustees present could have, almost immediately after the meeting was called to order, voted to adjourn (aka close) the meeting.
RONR 11th ed., p. 233, lines 24-26

[Richard Brown]

6 hours ago, Guest Rohit Mehta, Surat, India said:

4. Can a Trustee absent in a meeting suggest changes in minutes other than factual errors

 

5 hours ago, Josh Martin said:

No one should suggest any changes in minutes other than factual errors, or errors regarding the rules concerning the contents of the minutes, whether or not the person was present at the previous meeting. The sole purpose of the minutes is to maintain an accurate record of what happened at the meeting.

Agreeing with the correct answer above by Mr. Martin, I would just add all members may participate in the correction of the minutes of a previous meeting regardless of whether one or more of them might have been absent at the previous meeting.  It is not necesary that a member attended the meeting in question in order to participate in the correction and approval of the minutes of that meeting.