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Vacancies blocking quorum


J. J.
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On 8/22/2022 at 9:34 AM, J. J. said:

The August meeting is called to order.  A member could raise a point of order that the acceptance of the resignations is out of order because it is done at an inquorate meeting, but none is raised.

....

The September meeting is called to order.  A member could raise a point of order that the actions taken at the August meeting were invalid because no quorum was present; he could do so up  to the point that the action was made valid by ratification.  Upon ratification of the filling of the vacancies, there is very clearly a quorum at the August

I know that RONR looks to the US Congress as the initial basis for its procedures, but it is not yet part of RONR that 

≥ 2 violations = 1 correct action.

Edited by Atul Kapur
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On 8/22/2022 at 10:11 AM, Atul Kapur said:

I know that RONR looks to the US Congress as the initial basis for its procedures, but it is not yet part of RONR that 

≥ 2 violations = 1 correct action.

It is not a violation, but a question of if a breach is continuing beyond a certain point.  Notice that I've been repeating that no point of order has been raised at this point; a point of could be raised prior to ratification.  Keep in mind that any of the resigning members could go to the meeting and raise a point of order prior to the ratification of the acceptance of their resignations at least. 

There is no suspension of the rules in this, not even suspension by implication.  This is all done under the rules.  It complies with 10:54, which is of course right and it protects the rights of absentees (23:6 e)).  Two rights do not equal a wrong.  :)

 

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On 8/22/2022 at 9:34 AM, J. J. said:

To give a fuller scenario, I will add that at the August and September meetings, one of the four members that did not submit a resignation was not in attendance (though not the same member).  25:10 will not apply (much less the footnote), because there are absentees but at least 6 members attend.

J.J., this revision of the facts in the first sentence clearly fails to support the assertions in the second sentence.

In the original set of facts, 4 members of the board are present at the August meeting and 3 people who are not members.  In the revision, only three members of the board are present together with the 3 people who are not members.

Setting aside the fact that it makes no sense at all to say that 25:10 will not apply because there are absentees, it makes even less sense to say that at least 6 members attend when obviously only three members attend.

 

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On 8/23/2022 at 8:16 AM, J. J. said:

Notice that I've been repeating that no point of order has been raised at this point; a point of could be raised prior to ratification.

Yes, you keep repeating that, and the repeated response is that the presumption of validity does not apply in this case ("Third Base!"). You have, I believe, acknowledged that the members attending all the meetings know that there is not a quorum, so cannot take formal action as if there was a quorum. 

Your assertion that this is valid until challenged by a point of order (the "presumption of validity") takes advantage of a weakness common to many codes or sets of rules: they assume the intent to follow the rules and are not set up to deal with a person or persons who deny their foundational assumptions. 
I seem to recall a quote or paraphrase that General Robert said his book of rules "was intended to be used by honorable men." The cast of characters in your play, on the other hand, appear to be using the rule that "If the ref didn't see it, it ain't a foul," (aka "no point of order has been raised")

(I hasten to emphasize, @J. J., that I am describing your characters in the scenario and in no way suggesting that this applies to you.) 

In this scenario, raising a point of order would likely be meaningless, as the same cast that are taking this invalid action are also those who would, presumably, rule that the point was not well taken and vote against any appeal - again, not because that is the correct interpretation of the rules but because they appear to be the sort to vote to allow their action even if it is incorrect.

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To reiterate something that I alluded to (perhaps not clearly) in an earlier response, it may well be that because of the dilemma created by the bylaws, proceeding as J.J. proposes may be the only feasible way for the board to proceed in order to save the organization. But of so, they should freely acknowledge that they are acting outside the rules, and not claim that they are acting within the rules.

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On 8/23/2022 at 11:26 AM, Dan Honemann said:

J.J., this revision of the facts in the first sentence clearly fails to support the assertions in the second sentence.

In the original set of facts, 4 members of the board are present at the August meeting and 3 people who are not members.  In the revision, only three members of the board are present together with the 3 people who are not members.

Setting aside the fact that it makes no sense at all to say that 25:10 will not apply because there are absentees, it makes even less sense to say that at least 6 members attend when obviously only three members attend.

 

25:10 does not apply, because there is no suspension of the rules.  This is happening under the regular rules.

A motion to ratify may approve some action taken in the absence of a quorum; it may "confirm or make valid an action already taken," in the case of a meeting without a quorum (10:53).  There is no need to suspend the rules to permit this, as the rules related to ratification permit this. 

There is also a rule that says. in the case of officers, the filling of the vacancies requires notice.  That is a requirement  32:7.  That notice protects absentees.

The violation of a rule protecting absentees, like the required notice in 32:7, would render the action void under 23:6 e).  Sending the notice of filling the vacancy to all members, including those absent at the July meeting, takes care of the rule protecting absentees.  There is no need to suspend the rules as the secretary can send out notice under the regular rules. 

In August, the board, with notice given to the members, fills the vacancies.  That action will become valid unless ratified; however, when ratified, that action becomes valid from August.  The acceptance of the resignations are  ratified.    Notice is sent to the members that the filling of vacancies will be ratified at the September meeting. 

At the September meeting, the action of filling the vacancies is ratified, at the effect of that ratification begins at the August meeting.  Notice was given, so there is no 23:6 e) violation.  Under the regular rules, a motion to ratify may "make valid" an action taken at an inquorate meeting from the time that the inquorate meeting took the action. 

 

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On 8/23/2022 at 12:39 PM, Atul Kapur said:

Yes, you keep repeating that, and the repeated response is that the presumption of validity does not apply in this case ("Third Base!"). You have, I believe, acknowledged that the members attending all the meetings know that there is not a quorum, so cannot take formal action as if there was a quorum. 

Your assertion that this is valid until challenged by a point of order (the "presumption of validity") takes advantage of a weakness common to many codes or sets of rules: they assume the intent to follow the rules and are not set up to deal with a person or persons who deny their foundational assumptions. 
I seem to recall a quote or paraphrase that General Robert said his book of rules "was intended to be used by honorable men." The cast of characters in your play, on the other hand, appear to be using the rule that "If the ref didn't see it, it ain't a foul," (aka "no point of order has been raised")

(I hasten to emphasize, @J. J., that I am describing your characters in the scenario and in no way suggesting that this applies to you.) 

In this scenario, raising a point of order would likely be meaningless, as the same cast that are taking this invalid action are also those who would, presumably, rule that the point was not well taken and vote against any appeal - again, not because that is the correct interpretation of the rules but because they appear to be the sort to vote to allow their action even if it is incorrect.

No, that is incorrect.  When this board takes an action at an inquorate meeting, they know that such action may be valid, from that point onward, if ratified.  That includes any action, including the filling of vacancies.  Such action must be otherwise in order, obviously.

Any time the assembly or subgroup takes an action that requires ratification, this effect occurs.  It ha nothing to do with intentions.

Suppose that in January the same board did not have a quorum, but the adopted a contract to hire an attorney.  They pay him his first month's retainer.   At the February meeting, before the board ratifies the contract, any member could raise a point of order that the contract was not adopted at a quorate meeting.  Simply that any of the members choose not to raise a point of order, has no bearing upon their conduct.  Once ratified, it is no longer subject to a point of order on the ground that the motion was approved at an inquorate meeting. 

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On 8/23/2022 at 2:10 PM, J. J. said:

In August, the board, with notice given to the members, fills the vacancies.  That action will not become valid unless ratified; however, when ratified, that action becomes valid from August.  The acceptance of the resignations are  ratified.    Notice is sent to the members that the filling of vacancies will be ratified at the September meeting. 

At the September meeting, the action of filling the vacancies is ratified, at the effect of that ratification begins at the August meeting. 

[ I filled in what I presume was a 'not' hole]

One last try (in vain hope). Let's name the members who were supposedly appointed to fill the vacancies in August X, Y, and Z (you can add W if any of your examples had four vacancies)

You posit that, once the ratification motion is adopted at the September meeting, its effect is retroactive. Even if I accept that premise, that does not occur until the ratification motion is adopted. The problem is that, while the vote on ratification is occurring, X, Y, and Z are not members (ratification has not yet occurred) and so, at that particular moment in the September meeting, it is still inquorate and that ratification vote would itself require ratification. 

I believe that this is an example of a circular argument (the ratification vote in September is valid because the ratification vote in September created the conditions, retroactively, that validated the September ratification vote).

And I have been saying for some time that this thread has been spinning in circles, so I agree with Mr. Honemann

On 8/23/2022 at 3:20 PM, Dan Honemann said:

I'm giving up, and I think you should too.

"Oh, that's our shortstop!"

[Curtain Falls]

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On 8/23/2022 at 7:14 PM, Drake Savory said:

I'm just curious who would raise such a Point of Order.  The old members that waved their hands and presto - the members are replaced?  The new "members" that have their position solely based on that parliamentary prestidigitation?

Anyone member (as of the time the point is raised) could raise it. The likelihood that anyone would raise it is, perhaps, slim. But not non-existent. 

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On 8/23/2022 at 3:20 PM, Dan Honemann said:

J.J., we've been over this same ground time and time again, and your repetition of what is, frankly speaking, pure nonsense. remains pure nonsense.

I'm giving up, and I think you should too.

I frankly have no idea what you are talking about.  This does not involve suspension of any rule.  It is total nonsense to suggest that there is. 

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On 8/23/2022 at 9:14 PM, Drake Savory said:

I'm just curious who would raise such a Point of Order.  The old members that waved their hands and presto - the members are replaced?  The new "members" that have their position solely based on that parliamentary prestidigitation?

 

On 8/23/2022 at 11:02 PM, Weldon Merritt said:

Anyone member (as of the time the point is raised) could raise it. The likelihood that anyone would raise it is, perhaps, slim. But not non-existent. 

It could be greater than slim, perhaps much greater.

1.  At the August  meeting, prior to the ratification of the acceptance of the resignations, one of the members that has submitted the resignation could show up and raise a point of order that the action was not taken at a quorate meeting.

2.  At some point prior to the final ratification any of the remaining members could raise the same point of order.  That might be more likely if one of those members is not satisfied  with who is appointed.

Even if this were just a single vacancy, and the August meeting was quorate, the same things would apply.  This is just something that can happen when there is a situation of ratifying some action taken at an inquorate meeting. 

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On 8/23/2022 at 5:01 PM, Atul Kapur said:

 

One last try (in vain hope). Let's name the members who were supposedly appointed to fill the vacancies in August X, Y, and Z (you can add W if any of your examples had four vacancies)

You posit that, once the ratification motion is adopted at the September meeting, its effect is retroactive. Even if I accept that premise, that does not occur until the ratification motion is adopted. The problem is that, while the vote on ratification is occurring, X, Y, and Z are not members (ratification has not yet occurred) and so, at that particular moment in the September meeting, it is still inquorate and that ratification vote would itself require ratification. 

I believe that this is an example of a circular argument (the ratification vote in September is valid because the ratification vote in September created the conditions, retroactively, that validated the September ratification vote).

 

At the point, when the motion to appoint the members is ratified, the action is effective from the point when the motion just ratified was first made.  Provided that there is no violation of the rules that create a continuing breach, except for the rule requiring the action to be taken at a quorate meeting, no point of order is legitimate. 

You can call that circular, but that is how ratify, under the regular rules, works.  Any time ratification is used in this application, there is always a point where a point of order could be raised that the action is invalid because it was not adopted at an inquorate meeting, and, if ratified, a point where such a point of order would not be legitimate.  That is just how ratify functions. 

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On 8/24/2022 at 12:46 AM, J. J. said:

At the point, when the motion to appoint the members is ratified, the action is effective from the point when the motion just ratified was first made.  Provided that there is no violation of the rules that create a continuing breach, except for the rule requiring the action to be taken at a quorate meeting, no point of order is legitimate. 

But it hasn't been ratified.

No one posting in this forum should have to be continually reminded that a quorum must be present in order to validly adopt a motion to ratify.

 

 

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On 8/24/2022 at 12:46 AM, J. J. said:

At the point, when the motion to appoint the members is ratified, the action is effective from the point when the motion just ratified was first made.  Provided that there is no violation of the rules that create a continuing breach, except for the rule requiring the action to be taken at a quorate meeting, no point of order is legitimate. 

You can call that circular, but that is how ratify, under the regular rules, works.  Any time ratification is used in this application, there is always a point where a point of order could be raised that the action is invalid because it was not adopted at an inquorate meeting, and, if ratified, a point where such a point of order would not be legitimate.  That is just how ratify functions. 

J. J., you still have not addressed the fundamental point that when the members present at a meeting without a quorum decide upon some action, it is informal action with absolutely no presumption of validity. In your scenario, there is never a time at which the action could be properly ratified, because there is never a time at which a valid quorum is present to do so. 

"40:9      The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice cannot be validly given. If there is important business that should not be delayed until the next regular meeting, the assembly should fix the time for an adjourned meeting and then adjourn. If, instead, the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action (10:54–57), it is under no obligation to do so."

The filling of the vacancies was not a valid action of the board, and it cannot become an action of the board unless validly and properly ratified by the board -- at a regular or properly called board meeting at which a quorum of actual, real live board members who were actually, validity elected or appointed are is present. 

Furthermore, you keep saying that at some point it will be too late to raise a point of order that there was no quorum (because you say there are no absentee rights involved), but this is also not true:

"a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal." (40:12). This sentence makes no mention of whether absentee rights are involved.

In this case, a point of order can be made that no quorum was present at the "filling vacancy" meeting, and that no quorum was present at the "ratification" meeting, and that therefore the action taken at the first meeting remains informal until ratified, and therefore the new so-called members are not members at all; and that the action taken at the second meeting is therefore null and void because no valid quorum was present when the motion to ratify was declared adopted. Since these facts are not in dispute, the evidence that no quorum was present is as clear and convincing as possible, so there is no time limit on making the point of order, which obviously should be well taken. 

Edited by Shmuel Gerber
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On 8/24/2022 at 1:32 PM, Shmuel Gerber said:

Furthermore, you keep saying that at some point it will be too late to raise a point of order that there was no quorum (because you say there are no absentee rights involved), but this is also not true:

"a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal." (40:12). This sentence makes no mention of whether absentee rights are involved.

And even if you think that the regular timeliness requirements for raising a point of order apply to a point of no quorum, it is still not too late to raise the point in this case. When a board that lacks the authority to determine its own quorum (cf. 25:10n8) takes action without a quorum present, this is "action that exceeds the board's instructions or authority" even if all board members are present, and "a point of order can be raised at a board meeting at any time during the continuance of the breach." (23:9)

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On 8/24/2022 at 1:32 PM, Shmuel Gerber said:

J. J., you still have not addressed the fundamental point that when the members present at a meeting without a quorum decide upon some action, it is informal action with absolutely no presumption of validity. In your scenario, there is never a time at which the action could be properly ratified, because there is never a time at which a valid quorum is present to do so. 

"40:9      The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice cannot be validly given. If there is important business that should not be delayed until the next regular meeting, the assembly should fix the time for an adjourned meeting and then adjourn. If, instead, the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action (10:54–57), it is under no obligation to do so."

The filling of the vacancies was not a valid action of the board, and it cannot become an action of the board unless validly and properly ratified by the board -- at a regular or properly called board meeting at which a quorum of actual, real live board members who were actually, validity elected or appointed are is present. 

Furthermore, you keep saying that at some point it will be too late to raise a point of order that there was no quorum (because you say there are no absentee rights involved), but this is also not true:

"a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal." (40:12). This sentence makes no mention of whether absentee rights are involved.

In this case, a point of order can be made that no quorum was present at the "filling vacancy" meeting, and that no quorum was present at the "ratification" meeting, and that therefore the action taken at the first meeting remains informal until ratified, and therefore the new so-called members are not members at all; and that the action taken at the second meeting is therefore null and void because no valid quorum was present when the motion to ratify was declared adopted. Since these facts are not in dispute, the evidence that no quorum was present is as clear and convincing as possible, so there is no time limit on making the point of order, which obviously should be well taken. 

This is a bit clearer to me, but I would like to focus on the 40:12 citation.

Assume that a year earlier,  in May, the board wants to enter into a contract for a clean service, but at that meeting no quorum is present.  There could be quorum at the June meeting; there are no vacancies.  The contract starts on June 15.

Now, at any point during the remainder of the May meeting and until the assembly ratifies it at the June meeting, 40:12 applies.  There is an action, the agreement to enter into a contract, that was not adopted at a quorate meeting.  If that contract was ratified, you still have an action taken in June at a meeting without a quorum.  However, 40:12 should not apply because of 10:54.  The action could be subject to point of order for lack of a quorum as per 40:12, but 10:54 notes that the action to ratify will "make valid" the action.  After ratification, in this circumstance, it would be too late to raise a point of order that the motion to enter into the contract is invalid due to being adopted at a meeting without a quorum.

1.  Why would this then not apply to the filling of vacancies?

2.  In relation to 25:10n8, are you suggesting that the board could not ratify any action taken at an inquorate meeting?  That is not a rhetorical question.

3.  If the answer to the second question is yes, and the bylaws gave the board the ability to set its quorum, could the board accept the vacancies as initially described in the initial post. 

 

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On 8/27/2022 at 7:15 AM, J. J. said:

Assume that a year earlier,  in May, the board wants to enter into a contract for a clean service, but at that meeting no quorum is present.  There could be quorum at the June meeting; there are no vacancies.  The contract starts on June 15.

Now, at any point during the remainder of the May meeting and until the assembly ratifies it at the June meeting, 40:12 applies.  There is an action, the agreement to enter into a contract, that was not adopted at a quorate meeting.  If that contract was ratified, you still have an action taken in June at a meeting without a quorum.  However, 40:12 should not apply because of 10:54.  The action could be subject to point of order for lack of a quorum as per 40:12, but 10:54 notes that the action to ratify will "make valid" the action.  After ratification, in this circumstance, it would be too late to raise a point of order that the motion to enter into the contract is invalid due to being adopted at a meeting without a quorum.

If it was understood at the time of the May meeting that there was no quorum, then a point of order that a quorum was not present at that time would be well taken only if the board is already treating the action taken as formal action of the board. Clearly the book states that the members present at the meeting can take informal action in the absence of a quorum, and that the informal action can later be ratified. As long as the matter is treated the way the book says, no violation of parliamentary procedure has occurred. The members took action at their own risk, and the board later chose to ratify that action.

You say, "After ratification, in this circumstance, it would be too late to raise a point of order that the motion to enter into the contract is invalid due to being adopted at a meeting without a quorum." That's true, because there is no reason to do so. The decision has been ratified by the board, and that ratification is what makes the action valid. At the time it was taken, the informal action was not a valid act of the board — a fact which should have been understood at the time — but it was not a violation of parliamentary procedure, and there is certainly no continuing breach as a result of it. 

On 8/27/2022 at 7:15 AM, J. J. said:

1.  Why would this then not apply to the filling of vacancies?

I don't recall anyone in this topic saying that these principles would not apply to the filling of vacancies. But a board that lacks a quorum because the previous invalid filling of vacancies has not yet been ratified cannot be the board that ratifies such filling of vacancies.

On 8/27/2022 at 7:15 AM, J. J. said:

2.  In relation to 25:10n8, are you suggesting that the board could not ratify any action taken at an inquorate meeting?  That is not a rhetorical question.

That's an interesting question, but I think the ordinary rules of ratification would apply: "provision for a quorum in the bylaws does not prevent it [i.e., an assembly] from ratifying action taken at a meeting when no quorum was present." (10:55). Therefore, I think either the board or the assembly could ratify a ratifiable action taken at a board meeting at which no quorum was present. (Cf. 23:9.)

On 8/27/2022 at 7:15 AM, J. J. said:

3.  If the answer to the second question is yes, and the bylaws gave the board the ability to set its quorum, could the board accept the vacancies as initially described in the initial post.

I'm not sure what "If the answer to the second question is yes" means, but this seems like a new topic and needs to be posted separately.

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On 8/27/2022 at 7:15 AM, J. J. said:

If . . .   the bylaws gave the board the ability to set its quorum, could the board accept the vacancies as initially described in the initial post

I believe the board would need to reset the quorum before accepting the resignations. Once it became inquorate, it could take no formal action (cf. 40:4 which warns against accidentally losing quorum).

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On 8/27/2022 at 7:15 AM, J. J. said:

Assume that a year earlier,  in May, the board wants to enter into a contract for a clean service, but at that meeting no quorum is present.  There could be quorum at the June meeting; there are no vacancies.  The contract starts on June 15.

Now, at any point during the remainder of the May meeting and until the assembly ratifies it at the June meeting, 40:12 applies.  There is an action, the agreement to enter into a contract, that was not adopted at a quorate meeting.  If that contract was ratified, you still have an action taken in June at a meeting without a quorum. 

I think some confusion exists (at least for me) because this statement of new facts is itself confusing.  I suspect that Mr. Gerber is reading this bolded June as meaning May, and assuming that a quorum is present at the June meeting at which ratification occurs.  In other words, assuming that this new statement of facts is intended to be materially different.

J.J., can you clear this up for me?  In your new statement of facts is a quorum present at the June meeting?

 

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On 8/29/2022 at 8:27 AM, Dan Honemann said:
On 8/27/2022 at 7:15 AM, J. J. said:

Assume that a year earlier,  in May, the board wants to enter into a contract for a clean service, but at that meeting no quorum is present.  There could be quorum at the June meeting; there are no vacancies.  The contract starts on June 15.

Now, at any point during the remainder of the May meeting and until the assembly ratifies it at the June meeting, 40:12 applies.  There is an action, the agreement to enter into a contract, that was not adopted at a quorate meeting.  If that contract was ratified, you still have an action taken in June at a meeting without a quorum. 

I think some confusion exists (at least for me) because this statement of new facts is itself confusing.  I suspect that Mr. Gerber is reading this bolded June as meaning May, and assuming that a quorum is present at the June meeting at which ratification occurs.  In other words, assuming that this new statement of facts is intended to be materially different.

J. J. may have intended to write "May" instead of June, or maybe I read that part as "If that contract was ratified, in June you still have an action taken in June at a meeting without a quorum," with the assumption that there was indeed a quorum present when the action was ratified. Either way, I think J. J. was trying to get me to state specifically why in this new case it would be too late in June, after the action taken has been ratified, to raise a point of order regarding the absence of a quorum at the May meeting — given that I said there is no time limit on raising a point of order regarding action taken without a quorum when there is clear and convincing proof of that fact.

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On 8/29/2022 at 8:27 AM, Dan Honemann said:

I think some confusion exists (at least for me) because this statement of new facts is itself confusing.  I suspect that Mr. Gerber is reading this bolded June as meaning May, and assuming that a quorum is present at the June meeting at which ratification occurs.  In other words, assuming that this new statement of facts is intended to be materially different.

J.J., can you clear this up for me?  In your new statement of facts is a quorum present at the June meeting?

 

Yes, the action, entering into a cleaning contract, was taken in May at the inquorate meeting.  In June, after the action is ratified, may a point of order be raised that the action, entering into the cleaning contract, is void because it was adopted at the inquorate May meeting.

Mr. Gerber gave an answer that could have been interpreted as saying that the point of order could be valid at that point.  I think he clarified that with this quote.

On 8/28/2022 at 9:05 PM, Shmuel Gerber said:

The decision has been ratified by the board, and that ratification is what makes the action valid. At the time it was taken, the informal action was not a valid act of the board — a fact which should have been understood at the time — but it was not a violation of parliamentary procedure, and there is certainly no continuing breach as a result of it. 

One question, which is related.  Did Gen. Robert include ratification of actions taken at an inquorate meeting in his second edition.  He did not in his first edition, and it appears in his 3rd edition. 

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On 8/30/2022 at 9:38 AM, J. J. said:

Yes, the action, entering into a cleaning contract, was taken in May at the inquorate meeting.  In June, after the action is ratified, may a point of order be raised that the action, entering into the cleaning contract, is void because it was adopted at the inquorate May meeting.

Okay, so just to be entirely clear, in this scenario you say that there is a quorum of board members present at all times during the June meeting.

If this is so, then the answer to your question is clearly no, no such point of order can be raised after the action taken in May is properly ratified.  Such a point of order would, in my opinion, be dilatory.

Mr. Gerber also answered this question with what appears to be an unqualified no, when he said: "You say, 'After ratification, in this circumstance, it would be too late to raise a point of order that the motion to enter into the contract is invalid due to being adopted at a meeting without a quorum.' That's true, because there is no reason to do so. The decision has been ratified by the board, and that ratification is what makes the action valid."

 

On 8/30/2022 at 9:38 AM, J. J. said:

One question, which is related.  Did Gen. Robert include ratification of actions taken at an inquorate meeting in his second edition.  He did not in his first edition, and it appears in his 3rd edition. 

After a rather quick look, I see nothing on ratify in the second edition, but that may not mean much because I don't see anything in the third edition either.  Where do you find it in the third?

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