Meeting 'Succession'

[Guest Rosebud]

Hello...

A question related to not adjourning a meeting.

If a meeting had a topic tabled and and proxies that apply to the meeting, and that meeting was not adjourned, what are the possible next steps by the president?

I assume the meeting can be 'restarted', and I assume the topic is still tabled and the proxies are still valid.

I assume if the meeting is adjourned, the proxies become invalid (assuming they state so on the proxy)

Can you actually start another meeting 'within' another meeting, e.g., a Special meeting...
If he/she were to start another meeting(?) 'inside' the un-adjourned meeting, the topic is still tabled and the proxies are still valid.
I.e., the topic cannot be un-tabled and acted upon, correct?

I am showing my ignorance, but I cannot locate a discussion of  something like this anywhere.

Thank you.
 

[Richard Brown]

On 11/17/2022 at 3:08 PM, Guest Rosebud said:

Hello...

A question related to not adjourning a meeting.

If a meeting had a topic tabled and and proxies that apply to the meeting, and that meeting was not adjourned, what are the possible next steps by the president?

I assume the meeting can be 'restarted', and I assume the topic is still tabled and the proxies are still valid.

I assume if the meeting is adjourned, the proxies become invalid (assuming they state so on the proxy)

Can you actually start another meeting 'within' another meeting, e.g., a Special meeting...
If he/she were to start another meeting(?) 'inside' the un-adjourned meeting, the topic is still tabled and the proxies are still valid.
I.e., the topic cannot be un-tabled and acted upon, correct?

I am showing my ignorance, but I cannot locate a discussion of  something like this anywhere.

Thank you.
 

How, exactly, did the meeting end?  What did the chair say at the end of the meeting?  Was there a motion to adjourn?   Did people just walk out until there was no quorum?  I'm assuming everyone went home.  Did they?  How many days ago was that?   When is your next regular meeting?

I imagine the meeting did in fact end.  The fact that the chair may not have formally said "the meeting is adjourned" doesn't mean that the meeting did not come to an end.  If that's essentially what happened, you can't simply "re-start" that meeting.  It is over.  You have to wait until the next meeting or have a special meeting if they are permitted by your bylaws.

Give us more information and we might be able to help you more.  As to the proxies, RONR has no provisions dealing with proxies except the statement that they are not permitted unless permitted by your bylaws or required by state law.  It is up to your membership to determine how to deal with proxies.  It is not covered in RONR.

We also need to know more about the item being "tabled".  Was the motion postponed or laid on the table?  Those are two different motions.  If the motion was laid on the table, it can normally be taken from the table at the next meeting provided that occurs within a quarterly time interval.

We really do need a lot more detail as to exactly what happened with the "tabling" of the motion and with how the meeting ended.

[Gary Novosielski]

If, instead of properly parking your car, you just step out and let it roll down the hill, your ride has still come to an end, in more ways than one.

So it is with meetings.  If the chair does not properly adjourn the meeting, then the chair has made an error. But under the principle that there's a lot of truth in what actually happens, the meeting ended when the members left.

 

Edited November 17, 2022 at 10:29 PM by Gary Novosielski
spelling

[Guest Rosebud]

Good points, really these are great points...

End of Meeting: It was a racus Annual HOA meeting at the end, many unhappy people in both the audience and on the board. Nobody that I know in the audience heard a motion to adjourn. The board may have done so, we just do not know. The board is not happy with many in the audience, a vote they wanted to proceed with was tabled. I am convinced that some of the most basic RONRs were not followed during the meeting, really sad. The Board was not well-versed with RONR, and the outside coordinator used phone-a-friend to determine how to proceed with the motion to table. (again, really sad) Yes, assume all just walked out and went home. The meeting was exactly 4 weeks ago today. the next regular Board meeting should be sometime in the 1st quarter of next year. The next Annual Meeting should be October 2023.

I understand that if the meeting actually ended, it cannot be restarted.

Yes, Proxies are allowed in this situation.

I do expect a Special Meeting to be called, yes, those are allowed in this case.

Thank you about RONR and Proxies, I did not understand that proxies are not part of RONR. Thinking about that, it makes complete sense. Proxies are a voting mechanism, it has nothing (little) to do with an orderly meeting process. Thank you.

The motion to table was actually messier than I discussed... There was a Motion to Table and a second, then coordinator did a phone-a-friend out of the room, then a new ask for a motion, a Motion to Table and a second, and then a vote to Table passed. obviously all wrong. (we are in such bad shape!   lol)

Wow, great information, I was not aware of the nuance regarding Tabled, your point about 'postponed' vs. 'laid on the table'. What happened was a simple 'Motion to Table'. (I'll read more about this topic, thank you) What happened was the Motion to Table was seconded and passed (without counting the proxy votes... probably not good either). Nearly immediately, the audience started their way out of the room. The President was not able to maintain control of the meeting, sad. People did not wait for the meeting closure. 

Again, thank you for your thoughts. I really appreciate it.

It is really interesting how a 'simple' set of rules, when executed properly can help people understand how to operate in a fair, consistent, and predictable manner. I hope that we can get to that point, I expect that it will take some professional assistance... from people like yourself. 

Thank you.

[Josh Martin]

On 11/17/2022 at 3:08 PM, Guest Rosebud said:

If a meeting had a topic tabled and and proxies that apply to the meeting, and that meeting was not adjourned, what are the possible next steps by the president?

It depends on what exactly it is desired to do, but I dispute the premise that the meeting was not adjourned. A meeting does not remain open indefinitely simply because the meeting was not formally adjourned. If everyone left, the meeting is over.

It seems the apparent desire is to call another meeting. So most likely the next step is to call a special meeting, assuming such meetings are authorized in the bylaws and that it is practical to obtain a quorum for such a meeting.

On 11/17/2022 at 3:08 PM, Guest Rosebud said:

I assume the meeting can be 'restarted', and I assume the topic is still tabled and the proxies are still valid.

I would not agree with the assumption that the meeting can be "restarted."

In the event that another meeting is called, I have no idea whether the proxies are still valid. That will depend upon the organization's rules and applicable law governing the use of proxies.

On 11/17/2022 at 3:08 PM, Guest Rosebud said:

Can you actually start another meeting 'within' another meeting, e.g., a Special meeting...

A special meeting can be called, but this is a new meeting, not a "meeting within a meeting."

On 11/17/2022 at 4:30 PM, Guest Rosebud said:

The board is not happy with many in the audience, a vote they wanted to proceed with was tabled. I am convinced that some of the most basic RONRs were not followed during the meeting, really sad. The Board was not well-versed with RONR, and the outside coordinator used phone-a-friend to determine how to proceed with the motion to table.

For future reference, the motion to Lay on the Table was almost certainly used improperly and should have been ruled out of order. It was most likely confused with either the motion to Postpone to a Certain Time or the motion to Postpone Indefinitely. It's not entirely clear to me which of these would have been the proper tool here.

If the intent was to delay consideration of the motion until a later time, Postpone to a Certain Time is the appropriate motion. It should be noted, however, that a motion may not be postponed beyond the next regular meeting - and if the next regular meeting is more than a quarterly interval away, it cannot be postponed beyond the end of the current meeting. Such a motion is debatable and amendable and requires a majority vote for adoption.

If the intent was to kill the motion without a direct vote, then Postpone Indefinitely is the appropriate motion. Such a motion is debatable, but not amendable, and requires a majority vote for adoption.

The proper use of Lay on the Table is to temporarily set a motion aside in order to take up some other pressing business. It does not appear this was the case. In the unlikely event that the proper use of Lay on the Table arises, the motion is neither debatable nor amendable and requires a majority vote for adoption.

On 11/17/2022 at 4:30 PM, Guest Rosebud said:

Yes, assume all just walked out and went home. The meeting was exactly 4 weeks ago today. the next regular Board meeting should be sometime in the 1st quarter of next year...

I understand that if the meeting actually ended, it cannot be restarted.

Based upon the facts presented, the meeting ended.

On 11/17/2022 at 4:30 PM, Guest Rosebud said:

Wow, great information, I was not aware of the nuance regarding Tabled, your point about 'postponed' vs. 'laid on the table'. What happened was a simple 'Motion to Table'. (I'll read more about this topic, thank you) What happened was the Motion to Table was seconded and passed (without counting the proxy votes... probably not good either). Nearly immediately, the audience started their way out of the room. The President was not able to maintain control of the meeting, sad. People did not wait for the meeting closure. 

Based upon these facts, it appears the assembly did, in fact, adopt a motion to Lay on the Table (although they incorrectly called it just "table"), but it does not appear there was any legitimate reason to do so. Notwithstanding this, it's too late to raise a Point of Order about that. (Although a Point of Order about the failure to count the proxy votes may still be timely, if the number of such votes could have affected the result.) So it would appear the motion is currently laid on the table.

If a special meeting is held regarding this matter in a quarterly interval, a motion to Take from the Table would be used to take the motion off the table. This motion is neither debatable nor amendable and requires a majority vote for adoption.

If the special meeting is not held within a quarterly interval, then the motion "dies." Which sounds bad, but it actually makes things easier, since the motion can then simply be "renewed" - that is, the motion can be made again.

Edited November 18, 2022 at 12:11 AM by Josh Martin

[Gary Novosielski]

On 11/17/2022 at 5:30 PM, Guest Rosebud said:

Thank you about RONR and Proxies, I did not understand that proxies are not part of RONR. Thinking about that, it makes complete sense. Proxies are a voting mechanism, it has nothing (little) to do with an orderly meeting process. Thank you.

Well it goes a good deal deeper than that.  RONR does have a lot to say about voting procedures, which are very much a part of the orderly conduct of business. 

But RONR is not merely agnostic about proxies, it is openly against their use.  In RONR (12th ed.) 45:70, it says:

Quote

[P]roxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable.

If the rules in RONR apply, proxy voting is prohibited outright, to the fullest extent allowable under relevant law.  Unless some rule (such as HOA regulations) mandate that proxies must be allowed, and forbid the bylaws from prohibiting them, proxies may not be used for any voting.

[Guest Rosebud]

Hello and Thank You very much.

I appreciate your time and your thoughts immensely.  I believe I have all of the answers that I was searching for along with additional great information, thank you very much.

 

As I understand in summary:  (for those following later...)

1) A meeting that is not formally adjourned does not remain open. It is closed by the simple action of the people leaving. Note that people leaving may deprive the meeting of quorum, depending upon if proxies are allowed and they include a quorum option.

2) Proxies are strongly discouraged by RONR, "[P]roxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable.".  Therefore, Proxies must be specifically allowed by the membership's rules.

3) The colloquial 'Motion to Table" is in fact improper and should be ruled out of order. The Motion should have been a "Motion to Postpone to a certain time" or a "Motion to Postpone indefinitely (I.e., postpone forever, to kill it)". 

Yes, my group should really, really become familiar with RONR, it will greatly assist in conducting orderly business.   :-))

[Josh Martin]

On 11/20/2022 at 10:14 AM, Guest Rosebud said:

1) A meeting that is not formally adjourned does not remain open. It is closed by the simple action of the people leaving. Note that people leaving may deprive the meeting of quorum, depending upon if proxies are allowed and they include a quorum option.

Yes, but to be very clear, the reason this meeting is considered adjourned is because literally everyone left (eventually).

If some (but not all) members leave, the meeting is not automatically adjourned, even if the number of members leaving is sufficient to cause the assembly to lose quorum. An assembly without a quorum, however, is very limited in the options it has available to it. Generally, the logical course of action at that point would be to adjourn, possibly setting a date and time for an adjourned meeting first. (Indeed, this is likely what should have been done at the meeting in question, which would have avoided the issues you are having now.)

On 11/20/2022 at 10:14 AM, Guest Rosebud said:

2) Proxies are strongly discouraged by RONR, "[P]roxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable.".  Therefore, Proxies must be specifically allowed by the membership's rules.

This is all correct, although since the organization in question is an HOA, I think it is extremely likely that applicable law does provide for proxies. So I don't think anyone intended to suggest that proxies are prohibited in your organization - just that you will need to look to other sources to answer your questions concerning proxies.

On 11/20/2022 at 10:14 AM, Guest Rosebud said:

3) The colloquial 'Motion to Table" is in fact improper and should be ruled out of order. The Motion should have been a "Motion to Postpone to a certain time" or a "Motion to Postpone indefinitely (I.e., postpone forever, to kill it)". 

Yes, I think this is quite correct.

"The motion to Lay on the Table enables the assembly to lay the pending question aside temporarily when something else of immediate urgency has arisen or when something else needs to be addressed before consideration of the pending question is resumed...

This motion is commonly misused in ordinary assemblies—in place of a motion to Postpone Indefinitely (11), a motion to Postpone to a Certain Time (14), or other motions. Particularly in such misuses, it also is known as a motion “to table.”

By adopting the motion to Lay on the Table, a majority has the power to halt consideration of a question immediately without debate. Such action violates the rights of the minority and individual members if it is for any other purpose than the one stated in the first sentence of this section. In ordinary assemblies, the motion to Lay on the Table is not in order if the evident intent is to kill or avoid dealing with a measure. If a time for resuming consideration is specified in making the motion, it can be admitted only as a motion to Postpone (14), in which case it is debatable (see also 17:13–19)." RONR (12th ed.) 17:1-2

Edited November 20, 2022 at 05:00 PM by Josh Martin