Quorum, null and void business transacted, and ratifying transacted business

[Michael Seebeck]

On 6/25/2024 at 1:46 PM, Dan Honemann said:

I really don't understand what the fuss is all about.  Parliamentary law for over a century has provided that action taken at a meeting at a time when no quorum is present can subsequently be ratified at a quorate meeting.

The "fuss," as you poorly state, is that there is a conflict between two parts of Robert's regarding inquorate transacted business, because the terminology in one part (40:6) is neither defined nor used correctly regarding the other part (10:54).  That conflict is why I asked the question in the first place: You cannot ratify an action that never existed in the first place!

Argument to history is a fallacy.  Ask Copernicus or Galileo about that. Or Oliver Brown.

Edited June 25, 2024 at 07:05 PM by Michael Seebeck

[Michael Seebeck]

On 6/25/2024 at 2:00 PM, Dan Honemann said:

Let's stick with Robert's Rules of order.

Ok.

Where in Robert's is the term "null and void" defined, and if not in there, then where and what is it's definition?  (It's not; I checked!)  That's the very core of the problem.

Edited June 25, 2024 at 07:48 PM by Michael Seebeck

[Dan Honemann]

On 6/25/2024 at 3:02 PM, Michael Seebeck said:

The "fuss," as you poorly state, is that there is a conflict between two parts of Robert's regarding inquorate transacted business, because the terminology in one part (40:6) is neither defined nor used correctly regarding the other part (10:54).  That conflict is why I asked the question in the first place: You cannot ratify an action that never existed in the first place!

Argument to history is a fallacy.  Ask Copernicus or Galileo about that.

And in a nutshell, where do you find this conflict?

[Michael Seebeck]

On 6/25/2024 at 2:08 PM, Dan Honemann said:

And in a nutshell, where do you find this conflict?

It was explained in the very first post that started this topic.

[Dan Honemann]

On 6/25/2024 at 3:09 PM, Michael Seebeck said:

It was explained in the very first post that started this topic.

In reviewing that, I find this:

"So (not counting the 40:7 exceptions) if business was transacted without quorum to transact business, under 40:6 it is considered null and void, then it never actually was transacted.

"So here’s where I’m having trouble understanding what I think appears to be a conflict between these two sections.

"How can business that was never transacted per 40:6 be ratified as having been transacted per 10:54?"

But 40:6 says that business transacted in the absence of a quorum is null and void.  It does not say that it was never transacted.

[Michael Seebeck]

On 6/25/2024 at 2:21 PM, Dan Honemann said:

In reviewing that, I find this:

"So (not counting the 40:7 exceptions) if business was transacted without quorum to transact business, under 40:6 it is considered null and void, then it never actually was transacted.

"So here’s where I’m having trouble understanding what I think appears to be a conflict between these two sections.

"How can business that was never transacted per 40:6 be ratified as having been transacted per 10:54?"

But 40:6 says that business transacted in the absence of a quorum is null and void.  It does not say that it was never transacted.

What's the definition of "null and void"?

[Michael Seebeck]

null and void | AMERICAN DICTIONARY (cited by Cambridge)

null and void
adjective [ not gradable ]
   law

US 

 /ˈnʌl ən ˈvɔɪd/

Add to word list 
(of an agreement or contract) having no legal effect and to be considered therefore as if it did not exist

Edited June 26, 2024 at 02:14 PM by Michael Seebeck

[Drake Savory]

Here is how I have thought of it.  I'm not claiming this is a strict interpretation of RONR but may be more of an analogy.

Attendees of an inquorate meeting have business so urgent they believe it must be dealt with then and there.  Maybe it is satisfying a deadline in the bylaws (Be honest.  How many people in organizations even know about Fix the Time to Which to Adjourn?  The Chair should but maybe they are not there.  Even so, reading this forum my hopes are not high that they would know how to use this properly.)  Maybe it is another deadline like they want to get approval for something before April 1st.  For whatever reason, they make the motion and it is adopted.  However, that business is null and void and any action taken from it is without authorization but it did happen and the record of it happening is in the minutes so the business exists although it is treated as if it didn't. However, recognizing that a quorate assembly may recognize that the motion was appropriate despite being done by a rump session, the assembly can retroactively de-nullify and de-void that business and thus authorize the actions taken since that time.  If however the assembly does not Ratify the business and actions - either by voting down a motion to Ratify or not even making that motion then any action taking is not authorized and the members that took action on the null and void motion can be held accountable for exceeding their authority.

 

If it helps Mr. Seebeck, think about business done at an inquorate meeting as being in a limbo until a body with authority chooses to put it into effect (through Ratify) or not.  We call that limbo "null and void" since while in limbo no action can be taken - perhaps until the end of Eternity.

Edited June 25, 2024 at 07:54 PM by Drake Savory

[Dan Honemann]

On 6/25/2024 at 3:46 PM, Michael Seebeck said:

What's the definition of "null and void"?

Invalid, ineffectual, inoperative, etc. per Merriam Webster.

[Michael Seebeck]

On 6/25/2024 at 2:52 PM, Drake Savory said:

Here is how I have thought of it.  I'm not claiming this is a strict interpretation of RONR but may be more of an analogy.

Attendees of an inquorate meeting have business so urgent they believe it must be dealt with then and there.  Maybe it is satisfying a deadline in the bylaws (Be honest.  How many people in organizations even know about Fix the Time to Which to Adjourn?  The Chair should but maybe they are not there.  Even so, reading this forum my hopes are not high that they would know how to use this properly.)  Maybe it is another deadline like they want to get approval for something before April 1st.  For whatever reason, they make the motion and it is adopted.  However, that business is null and void and any action taken from it is without authorization but it did happen and the record of it happening is in the minutes so the business exists although it is treated as if it didn't. However, recognizing that a quorate assembly may recognize that the motion was appropriate despite being done by a rump session, the assembly can retroactively de-nullify and de-void that business and thus authorize the actions taken since that time.  If however the assembly does not Ratify the business and actions - either by voting down a motion to Ratify or not even making that motion then any action taking is not authorized and the members that took action on the null and void motion can be held accountable for exceeding their authority.

 

If it helps Mr. Seebeck, think about business done at an inquorate meeting as being in a limbo until a body with authority chooses to put it into effect (through Ratify) or not.  We call that limbo "null and void" since while in limbo no action can be taken - perhaps until the end of Eternity.

Thank you, Mr. Savory.  That helps explain it.  It's pretty clear that "null and void" is the incorrect term, but I appreciate your explanation.

And you're correct: Fix the Time to Which to Adjourn, while being awkward in motion title, is just as awkward to implement. 🙂

 

Edited June 25, 2024 at 08:12 PM by Michael Seebeck

[Michael Seebeck]

On 6/25/2024 at 3:05 PM, Dan Honemann said:

Invalid, ineffectual, inoperative, etc. per Merriam Webster.

See above.  Cambridge cites what I posted.

Edited June 25, 2024 at 08:10 PM by Michael Seebeck

[Dan Honemann]

On 6/25/2024 at 3:50 PM, Michael Seebeck said:

(of an agreement or contract) having no legal effect and to be considered therefore as if it did not exist

This is very different then saying that it "does not exist."

[Michael Seebeck]

On 6/25/2024 at 3:13 PM, Dan Honemann said:

This is very different then saying that it "does not exist."

A distinction of verb tense without a difference.

It doesn't suddenly come into existence between meetings, quorum or not.

Edited June 25, 2024 at 08:18 PM by Michael Seebeck

[Dan Honemann]

On 6/25/2024 at 4:14 PM, Michael Seebeck said:

A distinction of tense without a difference.

It doesn't suddenly come into existence between meetings, quorum or not.

Well, your understanding of the English language appears to be different than mine.

[Michael Seebeck]

On 6/25/2024 at 3:17 PM, Dan Honemann said:

Well, your understanding of the English language appears to be different than mine.

Unnecessary disrespectful comment.

 

[Dan Honemann]

On 6/25/2024 at 4:14 PM, Michael Seebeck said:

A distinction of tense without a difference.

It doesn't suddenly come into existence between meetings, quorum or not.

It's also not the same thing as saying it did not exist.

[Michael Seebeck]

On 6/25/2024 at 3:26 PM, Dan Honemann said:

It's also not the same thing as saying it did not exist.

That may be true for physical objects, but it's not true here.

The definition of "null and void" (above) says "considered therefore as if it did not exist."

For purposes of business transactions, if it is considered as if it did not exist, then it did not exist.  Otherwise it did exist and it is not being considered as not existing, and that is misapplying the rule of 40:6, which says that by being "null and void" that it is considered as if it did not exist.  It cannot be both existent and non-existent.

[Dan Honemann]

On 6/25/2024 at 5:00 PM, Michael Seebeck said:

That may be true for physical objects, but it's not true here.

The definition of "null and void" (above) says "considered therefore as if it did not exist."

For purposes of business transactions, if it is considered as if it did not exist, then it did not exist.  Otherwise it did exist and it is not being considered as not existing, and that is misapplying the rule of 40:6, which says that by being "null and void" that it is considered as if it did not exist.  It cannot be both existent and non-existent.

Well, we simply disagree on what it means to say "to be considered therefore as if it did not exist".  To say that any action or transaction is to be consider as if it didn't exist is not at all the same thing as saying that it did not in fact exist.  It's just another way of saying that it was and is of no effect.  There can be no denying that the members present at the inquorate meeting did what they did.  It simply was invalid and ineffective, and in no way binding on the organization.

[Drake Savory]

On 6/25/2024 at 3:00 PM, Michael Seebeck said:

For purposes of business transactions, if it is considered as if it did not exist, then it did not exist. 

That does not hold true in logic.  For example, for very short lengths used in the real world, one can consider the curve of the earth as if it does not exist but that does not mean the Earth is flat.  In my explanation above that you seemed to agree with, the business does exist - there is a record of it.  But it is considered, or maybe better phrased as 'treated as' to not exist when taking action and we call that considered non-existence "null and void".

Edited June 25, 2024 at 11:53 PM by Drake Savory

[Richard Brown]

On 6/25/2024 at 4:00 PM, Michael Seebeck said:

For purposes of business transactions, if it is considered as if it did not exist, then it did not exist  

Not necessarily. Here is another analogy:  I think it is much like the situation when a member abstains in a vote in which passage requires the vote of a majority of the members present. In that case, RONR tell us in 44:9(a) that an abstention “has the same effect as  a negative vote”. However, it most definitely is not a negative (or no) vote. It is not a vote at all, but the EFFECT of it is the same as if the member had voted no. The fact that it has the effect of a no vote does not mean that it was a no vote.

[Gary Novosielski]

On 6/24/2024 at 10:55 PM, Richard Brown said:

I would say instead, as Josh Martin explained it, that what you are ratifying is the action taken by the members at the inquorate meeting who voted to do something that is invalid due to the absence of a quorum. You are ratifying the action(s) of those members. 

I don't see how that conflicts with what I said.

[Shmuel Gerber]

On 6/25/2024 at 5:00 PM, Michael Seebeck said:

That may be true for physical objects, but it's not true here.

The definition of "null and void" (above) says "considered therefore as if it did not exist."

For purposes of business transactions, if it is considered as if it did not exist, then it did not exist.  Otherwise it did exist and it is not being considered as not existing, and that is misapplying the rule of 40:6, which says that by being "null and void" that it is considered as if it did not exist.  It cannot be both existent and non-existent.

In the phrase "considered as if it did not exist", I'm fairly certain that the past tense "did" is not being used to indicate past time, but rather because conditional expressions use the past tense as a grammatical rule. In other words, "as if it did not exist" has the same basic meaning as "as if it does not exist", not "as if it never existed".

I don't know how much, if at all, this matters to the discussion, but I figured it is worth pointing out.

[J. J.]

The definition of "null and void" in Black's 6th edition is "Naught; of no validity or effect."  It does not refer to existence. 

[Michael Seebeck]

On 6/25/2024 at 5:30 PM, Dan Honemann said:

 It's just another way of saying that it was and is of no effect.  There can be no denying that the members present at the inquorate meeting did what they did.  It simply was invalid and ineffective, and in no way binding on the organization.

Then you should have used that correct terminology in the first place.

[Michael Seebeck]

On 6/25/2024 at 6:52 PM, Drake Savory said:

That does not hold true in logic.  For example, for very short lengths used in the real world, one can consider the curve of the earth as if it does not exist but that does not mean the Earth is flat.  In my explanation above that you seemed to agree with, the business does exist - there is a record of it.  But it is considered, or maybe better phrased as 'treated as' to not exist when taking action and we call that considered non-existence "null and void".

RONR itself states in 56:11 the importance of using the words correctly and precisely.  Perhaps the authors ought to heed their own advice, because it certainly doesn't look like they did in this case.