25:10 Musings

[Tim Wynn]

#1. What vote is required to suspend the rules to allow the transaction of business not mentioned in the call of a special meeting (with no absentees, of course)?

 

A. Two-thirds vote, since there are currently no absentees whom the rule is protecting

 

B. Unanimous vote, since the rule against the transaction of business not mentioned in the call of a special meeting protects a minority as small as one if that one should opt to leave the meeting (and presumably, requiring the member to actually leave in order to receive this protection would be an unnecessary step when the member, instead, could simply vote against the suspension of the rules)

 

 

#2. Is the answer the same for a motion to suspend the quorum requirement when there are no absentees (with the obvious exception of the case mentioned in 25:10n8)?

 

A. Yes

 

B. No

[Shmuel Gerber]

On 4/25/2022 at 2:15 PM, Tim Wynn said:

 

B. Unanimous vote, since the rule against the transaction of business not mentioned in the call of a special meeting protects a minority as small as one if that one should opt to leave the meeting (and presumably, requiring the member to actually leave in order to receive this protection would be an unnecessary step when the member, instead, could simply vote against the suspension of the rules)

If the entire membership is present at a valid meeting, and all but one of them want to consider the question, I suspect the feeling might be "Go ahead and leave solely to prevent consideration of this question ... but don't bother coming back ever again."

Of course that does not actually answer your questions. 🙂

[Josh Martin]

On 4/25/2022 at 1:15 PM, Tim Wynn said:

#1. What vote is required to suspend the rules to allow the transaction of business not mentioned in the call of a special meeting (with no absentees, of course)?

 

A. Two-thirds vote, since there are currently no absentees whom the rule is protecting

 

B. Unanimous vote, since the rule against the transaction of business not mentioned in the call of a special meeting protects a minority as small as one if that one should opt to leave the meeting (and presumably, requiring the member to actually leave in order to receive this protection would be an unnecessary step when the member, instead, could simply vote against the suspension of the rules)

 

 

#2. Is the answer the same for a motion to suspend the quorum requirement when there are no absentees (with the obvious exception of the case mentioned in 25:10n8)?

 

A. Yes

 

B. No

I'm inclined to think that a 2/3 vote would be sufficient in both cases you describe and that the member would need to actually leave in order to prevent consideration. The rules in question protect the rights of actual absentees, not hypothetical absentees. So while it is correct that the member could prevent consideration by leaving, that doesn't mean that this becomes a rule becomes a rule protecting a minority of one.

In a similar fashion, suppose an assembly has a quorum present, but would not have a quorum present if one member left. Such a member could prevent the assembly from conducting business if he left the meeting. Nonetheless, I don't think this means he can shut down any item of business simply by objecting because he could leave. He would need to actually leave in order to prevent the assembly from conducting business.

Edited April 25, 2022 at 09:06 PM by Josh Martin

[Rob Elsman]

I am of two minds, but I think I'm inclined to believe that no suspension of the rules is necessary as long as all the members are actually present.  RONR (12th ed.) 25:10 is solely intended to protect the rights of absentees, but in the case where there are no absentees to protect, what is said there is moot.  Thus, any business that is otherwise able to come before the assembly under the rules can be transacted without suspending the rules, since there is no interfering rule in operation.

[Dan Honemann]

On 4/25/2022 at 5:15 PM, Rob Elsman said:

I am of two minds, but I think I'm inclined to believe that no suspension of the rules is necessary as long as all the members are actually present.  RONR (12th ed.) 25:10 is solely intended to protect the rights of absentees, but in the case where there are no absentees to protect, what is said there is moot.  Thus, any business that is otherwise able to come before the assembly under the rules can be transacted without suspending the rules, since there is no interfering rule in operation.

Well said.

[Tim Wynn]

On 4/25/2022 at 5:15 PM, Rob Elsman said:

I am of two minds, but I think I'm inclined to believe that no suspension of the rules is necessary as long as all the members are actually present.  RONR (12th ed.) 25:10 is solely intended to protect the rights of absentees, but in the case where there are no absentees to protect, what is said there is moot.  Thus, any business that is otherwise able to come before the assembly under the rules can be transacted without suspending the rules, since there is no interfering rule in operation.

Thank you, Rob. This is helpful. I suspect what is said in 25:10 might have application as suggested below:

 

I imagine a rather plausible scenario of a special meeting called for the purpose of A, B, and C at which the assembly sees an obvious, immediate need for D, E, and F. With everyone in attendance, this does not present a problem, but with several members needing to leave the meeting before adjournment, a motion to suspend the rules to allow the consideration of business related to D, E, and F might be quite useful. In such a case, what vote would be required--that is, to allow the eventual consideration of D, E, and F in the eventual absence of members? Would a two-thirds vote with everyone present do it, or would a member have to individually agree to it before becoming an absentee? Or is the answer once again None Of The Above?

[Tim Wynn]

On 4/25/2022 at 5:04 PM, Josh Martin said:

In a similar fashion, suppose an assembly has a quorum present, but would not have a quorum present if one member left. Such a member could prevent the assembly from conducting business if he left the meeting. Nonetheless, I don't think this means he can shut down any item of business simply by objecting because he could leave. He would need to actually leave in order to prevent the assembly from conducting business.

I entertained this analogy before posting the original question. I came to the conclusion that its only true benefit as an analogy is in the case of a motion to suspend the quorum. Otherwise, the exiting of one member can be counteracted by the entry of another, and a motion of the variety to take measures to obtain a quorum could be employed, or an adjourned meeting could be created with the aim of obtaining a quorum. Being one short of a quorum just doesn't have the totality of a member's being intentionally absent from a special meeting. That being said, I like Rob's answer and don't believe my observation here in any way affects the logic of his position.   

[Shmuel Gerber]

On 4/25/2022 at 5:15 PM, Rob Elsman said:

I am of two minds, but I think I'm inclined to believe that no suspension of the rules is necessary as long as all the members are actually present.  RONR (12th ed.) 25:10 is solely intended to protect the rights of absentees, but in the case where there are no absentees to protect, what is said there is moot.  Thus, any business that is otherwise able to come before the assembly under the rules can be transacted without suspending the rules, since there is no interfering rule in operation.

I don't understand this. RONR 9:15 says, "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." That sure seems like a rule to me.

[Shmuel Gerber]

On 4/25/2022 at 9:57 PM, Shmuel Gerber said:

I don't understand this. RONR 9:15 says, "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." That sure seems like a rule to me.

What I mean is, that sure seems like a rule that would interfere with transacting business that has not been specified in the call of the special meeting.

[Tim Wynn]

On 4/25/2022 at 9:59 PM, Shmuel Gerber said:

What I mean is, that sure seems like a rule that would interfere with transacting business that has not been specified in the call of the special meeting.

I am also caught by 9:13, which states, "The reason for special meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters." 

 

I can see where, if a special meeting were called to dedicate the entire session to one or more matters, defeating that purpose by adding matters would seem to require a suspension of the rules. 

[Rob Elsman]

On 4/25/2022 at 8:59 PM, Shmuel Gerber said:

What I mean is, that sure seems like a rule that would interfere with transacting business that has not been specified in the call of the special meeting.

I think this rule is moot if all the members of the assembly are actually present, as I have said above.

[Atul Kapur]

I agree with Mr. Gerber that a suspension of the rules is needed to add items of business to a special meeting.

I agree with Mr. Martin that this suspension requires a 2/3 vote.

On 4/25/2022 at 11:15 AM, Tim Wynn said:

B. Unanimous vote, since the rule against the transaction of business not mentioned in the call of a special meeting protects a minority as small as one if that one should opt to leave the meeting

I cannot agree with this option as, even if the rule protects a minority of one, it does not protect a theoretical or potential minority of one (the member who perhaps will leave), only an actual one.

Edited April 26, 2022 at 04:04 AM by Atul Kapur

[Shmuel Gerber]

On 4/25/2022 at 11:45 PM, Rob Elsman said:

I think this rule is moot if all the members of the assembly are actually present, as I have said above.

The fact that the rule protects absentees (if there are any) doesn't mean that's the only thing it does. Giving notice of the purpose(s) of the meeting to all members a reasonable number of days in advance allows them to prepare in other ways than simply showing up at the meeting, and it also provides an expectation that time will not be consumed at the meeting with other business.

In 4:58, RONR speaks of "the principle that rules are designed for the protection of the minority and generally need not be strictly enforced when there is no minority to protect". It does not say that rules of order become moot when there is no minority to protect.

[Dan Honemann]

 I certainly agree that the rule in 9:15 that says that "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting" is a rule requiring a two-thirds vote for its suspension, and that such a suspension can only occur at a meeting when all members are in attendance.

I have more in mind the situations in which the requirement of previous notice is solely for the protection of absentees, such as a requirement of previous notice for the adoption of a bylaw amendment. As RONR explains in 59:50, the object (not "an object") of such notice is "to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration."  I'm inclined to agree with Mr. Elsman that, in such instances, if all members are in attendance there is no rule to enforce. 

If I read the original post correctly, and Mr. Wynn is saying that his answer to #1 is "Yes" to A and "No" to B, I'm inclined to agree.

As to #2, I think an example of what he has in mind would be helpful. My guess is that the answer will not be the same as the answer to #1.

 

 

[Atul Kapur]

On 4/26/2022 at 7:36 AM, Dan Honemann said:

I have more in mind the situations in which the requirement of previous notice is solely for the protection of absentees, such as a requirement of previous notice for the adoption of a bylaw amendment. As RONR explains in 59:50, the object (not "an object") of such notice is "to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration."  I'm inclined to agree with Mr. Elsman that, in such instances, if all members are in attendance there is no rule to enforce.

I assume you mean 56:50.

To help me understand this line of logic, how would it apply to a motion to Rescind (not applied to the bylaws)? If there are no absentees, would a majority vote then suffice to adopt it?

[Rob Elsman]

What an anticipated can of worms Mr. Kapur opens.  Mr. Gerber already finds other purposes for the rule at 9:15 than I do.  So, here we go.  Where does this all end?

[Dan Honemann]

On 4/26/2022 at 11:40 AM, Atul Kapur said:

I assume you mean 56:50.

Yes I do.  Thank you.  I'm afraid my eyes are failing me.

 

On 4/26/2022 at 11:40 AM, Atul Kapur said:

To help me understand this line of logic, how would it apply to a motion to Rescind (not applied to the bylaws)? If there are no absentees, would a majority vote then suffice to adopt it?

If a rule requires a two-thirds vote for the adoption of a motion if previous notice has not been given, then, if previous notice has not been given, a two-thirds vote is required for adoption. This, however, is a rule which can be suspended.

[Rob Elsman]

When there are no absentees, a vote of the majority of the entire membership equals a majority vote; so, in effect, an ordinary motion to Rescind can be adopted by majority vote without previous notice in this very particular case.

[Atul Kapur]

That only applies if there are no abstentions; there was no reason to assume that in my question to Mr. Honemann.

[Rob Elsman]

I beg your pardon.  I did make that assumption. 

[Rob Elsman]

Perhaps we could get by with saying 9:15 need not be strictly enforced when there are no absentees to protect. 😁

[Dan Honemann]

On 4/26/2022 at 4:44 PM, Rob Elsman said:

Perhaps we could get by with saying 9:15 need not be strictly enforced when there are no absentees to protect. 😁

I assume you mean by this that, if there are no absentees to protect, its violation will not give rise to a continuing breach.

[Rob Elsman]

Yes, Mr. Honemann, that is my opinion.  I do not agree that 9:15 operates for other purposes than protecting the rights of absentees, as seems to be the position taken by Mr. Gerber.  New business is introduced in regular meetings without the preparation Mr. Gerber speaks of; I do not see why 9:15 would be necessary for such preparation for special meetings.  I think this is a red herring.

Edited April 26, 2022 at 11:19 PM by Rob Elsman

[Dan Honemann]

On 4/26/2022 at 7:12 PM, Rob Elsman said:

Yes, Mr. Honemann, that is my opinion.  I do not agree that 9:15 operates for other purposes than protecting the rights of absentees, as seems to be the position taken Mr. Gerber.  New business is introduced in regular meetings without the preparation Mr. Gerber speaks of; I do not see why 9:15 would be necessary for such preparation for special meetings.  I think this is a red herring.

Well, I agree with Mr. Gerber that the rule in 9:15 is designed to protect the members present at a special meeting even when there are no absentees to protect, but I also agree with you that, if there are no absentees to protect, the rule is a rule which can be suspended.

I'm feeling very agreeable this evening.  😀

 

[Dan Honemann]

On 4/25/2022 at 9:36 PM, Tim Wynn said:

Thank you, Rob. This is helpful. I suspect what is said in 25:10 might have application as suggested below:

 

I imagine a rather plausible scenario of a special meeting called for the purpose of A, B, and C at which the assembly sees an obvious, immediate need for D, E, and F. With everyone in attendance, this does not present a problem, but with several members needing to leave the meeting before adjournment, a motion to suspend the rules to allow the consideration of business related to D, E, and F might be quite useful. In such a case, what vote would be required--that is, to allow the eventual consideration of D, E, and F in the eventual absence of members? Would a two-thirds vote with everyone present do it, or would a member have to individually agree to it before becoming an absentee? Or is the answer once again None Of The Above?

I'm not sure that this specific question has as yet been addressed, and so I'll say that, in my opinion. a two thirds vote (taken when all members are present) is required and will suffice to suspend the rules and agree to consideration of business related to D, E, and F at this special meeting.