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Can a vote be declared following a meeting?

Guest Thad

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A shareholder recently contacted our president 30 days after our our last annual meeting that a vote that had been conducted was out of order, and the shareholder demanded that the president nullify the vote. We generally now agree that the vote was likely out of order, but during the meeting, no one asked for a point of order following the motions, and the motion passed. 

My very basic understanding is that since no one asked for a point of order at the time of the motion that subsequent vote/action remains valid. Can a vote be overturned after a meeting has been adjourned?

Thank you.


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It would depend on the reason that the vote was out of order.

The general rule is that a Point of Order must be timely, and that once the meeting moves on to other business or adjourns, it is too late to raise a point of order.  But there are situations, where the action creates a "continuing breach" of the rules that a point of order can be raised at any time as long as the breach continues.

A point of order cannot be raised by e-mail, or be ruled on outside of a meeting, but if this would qualify as a continuing breach, the point could be raised at the next meeting.

Q: If a point of order could be raised, what would be the alleged grounds for declaring the motion out of order?  

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