Zoom meetings and voting questions

[J. J.]

15 minutes ago, George Mervosh said:

Authorizing past improper actions Inside of a bylaw amendment to authorize electronic meetings?  I guess I need to get out more or read up more because this is a concept I've never heard of or thought would be proper.

Yes, because it makes the action proper.  The bylaws authorize some action, even one that happened before.  Once done, you cannot raise a point of order claiming that something currently authorized by the bylaws is void.  That action, in this case what was done at the September meeting, is specifically authorized in the bylaws. 

[Dan Honemann]

2 minutes ago, J. J. said:

Yes, because it makes the action proper.  The bylaws authorize some action, even one that happened before.  Once done, you cannot raise a point of order claiming that something currently authorized by the bylaws is void.  That action, in this case what was done at the September meeting, is specifically authorized in the bylaws. 

I respectfully disagree.

[J. J.]

3 minutes ago, Daniel H. Honemann said:

I respectfully disagree.

What ground would there be for finding that business, now authorized by a properly adopted bylaw amendment, out of order?

[Atul Kapur]

Retroactivity is a novel concept, that I also disagree with.

As usual, I come with an analogy. Let's say that the bylaws allow the society's president to hire an assistant but prohibit the president from hiring their spouse as that assistant. The president hires their spouse on Sept 1. The president proposes and the society adopts on November 1 a bylaws amendment to remove the prohibition. Are you, @J. J., saying that if the bylaws amendment says "effective Aug 31 of this year" that the president did nothing incorrect? Does that mean that disciplinary action could not be taken against the president for the hiring of their spouse between Sept 1 - Oct 31?

The society could decline to penalize the president. The society could "pardon" the president's action. But I disagree that the society could turn back the clock and say that what the president did on Sept 1 was correct at the time.

[J. J.]

5 minutes ago, Atul Kapur said:

Retroactivity is a novel concept, that I also disagree with.

As usual, I come with an analogy. Let's say that the bylaws allow the society's president to hire an assistant but prohibit the president from hiring their spouse as that assistant. The president hires their spouse on Sept 1. The president proposes and the society adopts on November 1 a bylaws amendment to remove the prohibition. Are you, @J. J., saying that if the bylaws amendment says "effective Aug 31 of this year" that the president did nothing incorrect? Does that mean that disciplinary action could not be taken against the president for the hiring of their spouse between Sept 1 - Oct 31?

The society could decline to penalize the president. The society could "pardon" the president's action. But I disagree that the society could turn back the clock and say that what the president did on Sept 1 was correct at the time.

The society, by adopting the bylaw, has said, "We approve of the action taken, and will not question the action's validity."

I'm sure that if the president hired her spouse, in violation of a rule, the assembly could repeal the rule and say that it will not countenance any challenge to that action taken in violation of this rule.  I see no legitimate grounds for raising a point of order that a rule that is no longer in effect was broken and that actions authorized by a bylaw amendment were somehow illegitimate. 

 

[J. J.]

22 hours ago, Atul Kapur said:

Retroactivity is a novel concept, that I also disagree with.

 

I want to strongly disagree with this point that I missed earlier.  Retroactivity is far from a "novel concept" in American parliamentary practice.  It has existed since July 9, 1868, if not earlier. 

[Dan Honemann]

Let's don't play games.

We all know that an amendment to bylaws on February 1, 2020, cannot make something happen on January 1, 2020, that did not happen on January 1, 2020, and so everything depends on exactly what set of facts you are referring to.

[J. J.]

14 minutes ago, Daniel H. Honemann said:

Let's don't play games.

We all know that an amendment to bylaws on February 1, 2020, cannot make something happen on January 1, 2020, that did not happen on January 1, 2020, and so everything depends on exactly what set of facts you are referring to.

A bylaw amendment cannot go back in time, but it can authorize something (anything) that has happened and can prohibit the assembly from taking any action to find that was done is improper.  Basically, a retroactive application in this case is a rule in the bylaws that says, "The action that was taken is authorized.  Nobody can raise a point of order that it is invalid because it happened on Zoom." 

Certainly, a bylaw can do that. 

[Dan Honemann]

11 minutes ago, J. J. said:

A bylaw amendment cannot go back in time, but it can authorize something (anything) that has happened and can prohibit the assembly from taking any action to find that was done is improper.  Basically, a retroactive application in this case is a rule in the bylaws that says, "The action that was taken is authorized.  Nobody can raise a point of order that it is invalid because it happened on Zoom." 

Certainly, a bylaw can do that. 

You still have not provided an exact statement of facts.

You say that a bylaw amendment "can authorize something (anything) that has happened", but the fact is that it cannot make valid something that is dependent for its validity upon something having happened on January 1, 2020, that did not happen on January 1, 2020.

[J. J.]

2 hours ago, Daniel H. Honemann said:

You still have not provided an exact statement of facts.

You say that a bylaw amendment "can authorize something (anything) that has happened", but the fact is that it cannot make valid something that is dependent for its validity upon something having happened on January 1, 2020, that did not happen on January 1, 2020.

In this case, a Zoom meeting on or after January 1, 2020.

For something that hasn't happened, consider an election of offices, where the terms of office begin on May 1 and be for a term of two yes .  For some reason, the election in 2020 did not take place; I will assume it is COVID-19 related.  Could, in November 2010 the assembly amend its bylaws (with all necessary requirements) like this:

"Mr. A shall be elected as president of this organization beginning on May 1, 2020 and extending to April 30, 2022."  There was no election for president at all, but the assembly has made Mr. A president from that date, by establishing him as president since May 1.

Edited November 26, 2020 at 08:54 PM by J. J.

[Dan Honemann]

26 minutes ago, J. J. said:

In this case, a Zoom meeting on or after January 1, 2020.

For something that hasn't happened, consider an election of offices, where the terms of office begin on May 1 and be for a term of two yes .  For some reason, the election in 2020 did not take place; I will assume it is COVID-19 related.  Could, in November 2010 the assembly amend its bylaws (with all necessary requirements) like this:

"Mr. A shall elected as president of this organization beginning on May 1, 2020 and extending to April 30, 2022."  There was no election for president at all, but the assembly has made Mr. A president from that date, by establishing him as president since May 1.

The assembly could amend its bylaws to say this, but by doing so it will not make valid anything that depends for its validity upon Mr. A being president on May 5, 2020. 

[J. J.]

31 minutes ago, Daniel H. Honemann said:

The assembly could amend its bylaws to say this, but by doing so it will not make valid anything that depends for its validity upon Mr. A being president on May 5, 2020. 

This is in response to your question for asking how the assembly might retroactively authorize something.  An additional bylaw could authorize anything that would depend on Mr. A being president.  Those would be things done, however. 

Would you give an example of something that depends for its validity upon Mr. A being president on May 5, 2020? 

[Guest Zev]

This is getting to look like a parliamentary version of Back To The Future and more and more bizarre with each additional posting.

[Dan Honemann]

25 minutes ago, J. J. said:

This is in response to your question for asking how the assembly might retroactively authorize something.  An additional bylaw could authorize anything that would depend on Mr. A being president.  Those would be things done, however. 

Would you give an example of something that depends for its validity upon Mr. A being president on May 5, 2020? 

On May 5, 2020, Mr. A, on behalf of the association, executes a contract with third parties which depends for its validity upon Mr. A being president of the association when he executed the contract in its behalf.  If these third parties, who no longer wish to be bound by the contract, learn that Mr. A was not, in fact, president of the association on May 5, 2020, I can assure you that the association, by amending its bylaws in November of 2020 by inserting "Mr. A shall be elected as president of this organization beginning on May 1, 2020 and extending to April 30, 2022", is not going to succeed in making this contract binding upon these third parties.

[J. J.]

1 hour ago, Daniel H. Honemann said:

On May 5, 2020, Mr. A, on behalf of the association, executes a contract with third parties which depends for its validity upon Mr. A being president of the association when he executed the contract in its behalf.  If these third parties, who no longer wish to be bound by the contract, learn that Mr. A was not, in fact, president of the association on May 5, 2020, I can assure you that the association, by amending its bylaws in November of 2020 by inserting "Mr. A shall be elected as president of this organization beginning on May 1, 2020 and extending to April 30, 2022", is not going to succeed in making this contract binding upon these third parties.

First, that, whether or not a contract is valid is a legal issue, not a procedural one. 

Second, it is something external to the society.  The assembly regards their end of the contract to be authorized.  The assembly cannot claim it has not approved this contract

Finally, when do these third parties say that they wish not to be bound by this contract?  These parties have said, "We agree to this," and the assembly has said "we agree to this."  Are you suggesting that, at the point where both parties agree, it is not a contract? 

Edited November 26, 2020 at 11:49 PM by J. J.

[J. J.]

Let me ask you this question, which is legal.  The president negotiates a contract with ACME, a company, but notes that the society will have to approve (ratify) the contract.  ACME agrees.  The assembly gets this some time later and ratifies the contract.

1.  At the point where the assembly ratifies the contract is there a valid contract between the third party and the society?

2.  Prior to the assembly considering the contract, is there a contract between ACME and the society?

3.  Before the assembly considers this contract, can ACME withdraw what it agreed to with the president? 

[J. J.]

2 hours ago, Guest Zev said:

This is getting to look like a parliamentary version of Back To The Future and more and more bizarre with each additional posting.

Not quite.  This is the assembly saying, at properly held meeting, "We will authorize those actions taken at the Zoom meeting.  We will not entertained that claims that the action was improperly taken because it took place at a Zoom meeting."