Challenging Elections & Bylaw Amendments

[Dale Henslee]

Elections were conducted at a corporation and as were amendments to bylaws. Everything was voted on and passed. Can someone challenge all of this after the meeting was adjourned because they think there might have not been a quorum present at various times during the meeting? People may have left the room at various times for smoking and/or bathroom breaks.

[Gary Novosielski]

On 3/3/2023 at 3:49 PM, Dale Henslee said:

Elections were conducted at a corporation and as were amendments to bylaws. Everything was voted on and passed. Can someone challenge all of this after the meeting was adjourned because they think there might have not been a quorum present at various times during the meeting? People may have left the room at various times for smoking and/or bathroom breaks.

If they did not note the absence of a quorum at the time, then to raise that issue later requires "clear and convincing proof" that a quorum was not present.  That's a higher standard of proof than the "I kinda think maybe" test.  

Do they have any hard evidence, or just their recollection?  And why did they wait?

[Dale Henslee]

We only have evidence of one person leaving and lost our quorum at that very point. That is why I ruled that everything voted on after that point was null. I think they waited after thinking about it after a while and decided to create adversity as they have been known to do. Some of these individuals were not pleased with the election of some officers who were voted on when we believed a quorum was present. 

[Josh Martin]

On 3/3/2023 at 2:49 PM, Dale Henslee said:

Elections were conducted at a corporation and as were amendments to bylaws. Everything was voted on and passed. Can someone challenge all of this after the meeting was adjourned because they think there might have not been a quorum present at various times during the meeting? People may have left the room at various times for smoking and/or bathroom breaks.

Mere suspicion that "there might have not been a quorum present at various times during the meeting" is not sufficient. A Point of Order is not permitted to affect prior action unless there is "clear and convincing proof" that a quorum was absent at the time of a particular vote. Such proof is generally difficult to obtain.

"Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, 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 (24)." RONR (12th ed.) 40:12

[Gary Novosielski]

On 3/3/2023 at 7:59 PM, Dale Henslee said:

We only have evidence of one person leaving and lost our quorum at that very point. That is why I ruled that everything voted on after that point was null. I think they waited after thinking about it after a while and decided to create adversity as they have been known to do. Some of these individuals were not pleased with the election of some officers who were voted on when we believed a quorum was present. 

Regarding the bolded statement, I got the impression that this was referring to what happened at the last meeting, and the suggestion that a quorum was not present took place afterward.

But Points of Order cannot be raised after a meeting ends.  And the chair cannot issue rulings between meetings, so if I understand what happened here, none of it is proper. 

At a future meeting, a Point of Order might be raised, but absent some "clear and convincing proof" of the loss of quorum, I would, if I were chairing, have to rule the point not well taken.