validity of vote

[Guest C Debruyn]

If a board member was not informed of a meeting which took place, (although not intentionally) is a motion voted on at that meeting become null and void?? This is a non-profit organization.

[George Mervosh]

I'm not sure we have nearly enough facts, but is he going to raise a point of order about it at the next meeting?

[Rev Ed]

By default, I would say that unless this member's vote would have (or could have) changed the outcome of the vote, I would say that the motion would be legitimate.

[Rob Elsman]

By default, I would say that unless this member's vote would have (or could have) changed the outcome of the vote, I would say that the motion would be legitimate.

We don't know the facts, here; but, as a matter of law, an improperly-called meeting is not able to meet the requirements for a majority vote, RONR (10th ed.), p. 387, ll. 7-13.

[David A Foulkes]

If a board member was not informed of a meeting which took place, (although not intentionally) is a motion voted on at that meeting become null and void?? This is a non-profit organization.

Was it that the member was not included in the call, or just didn't get it in time? All members (of the Board, or general membership) must be notified of a meeting, and hard as it might be to prove it was or was not intentional, if the notice was not sent to the member, that's a problem.

[Guest C DeBruyn]

Was it that the member was not included in the call, or just didn't get it in time? All members (of the Board, or general membership) must be notified of a meeting, and hard as it might be to prove it was or was not intentional, if the notice was not sent to the member, that's a problem.

This is a figure skating board, the board member is a coach's representative to the board, and it was believed by a few of the board members that he did not have a vote in the matter, as it was regarding the hiring of a new coach to the club. However, this was not true. He wants the vote that took place scrapped and a re-vote to take place. Is this what should take place?

[George Mervosh]

This is a figure skating board, the board member is a coach's representative to the board, and it was believed by a few of the board members that he did not have a vote in the matter, as it was regarding the hiring of a new coach to the club. However, this was not true. He wants the vote that took place scrapped and a re-vote to take place. Is this what should take place?

Unless his vote could have affected the outcome, nothing should happen (except getting it right next time).

[Rob Elsman]

This is a figure skating board, the board member is a coach's representative to the board, and it was believed by a few of the board members that he did not have a vote in the matter, as it was regarding the hiring of a new coach to the club. However, this was not true. He wants the vote that took place scrapped and a re-vote to take place. Is this what should take place?

Without all the facts, we aren't going to know, for sure, what is the correct answer; but, for my money, it sounds like the board member has a pretty good point to raise.

[Rob Elsman]

Unless his vote could have affected the outcome, nothing should happen (except getting it right next time).

I am inclined to disagree, since the question cannot garner a majority vote if the meeting was improperly called, as I previously opined in response to Rev. Ed.

[George Mervosh]

I am inclined to disagree, since the question cannot garner a majority vote if the meeting was improperly called, as I previously opined in response to Rev. Ed.

The original poster's response indicates nothing about the meeting itself being improperly called, therefore my reply......however, we don't have all the facts, true.

[Rob Elsman]

The original poster's response indicates nothing about the meeting itself being improperly called......

If a board member was not informed of a meeting which took place, (although not intentionally)...

The facts seem to me to be that the board member was not notified of the board meeting, because some other board members thought, in error, that the coach's representative had no right to attend the meeting on account that he could not vote on the question of hiring a new coach (the subject for which the meeting was called). If I'm right about the facts, then I am inclined to think the meeting was improperly-called, since it is the case that a notice was not mailed to each of the members of the board a reasonable time in advance. The rule requiring notice is unsuspendable (the rule, in effect, protects the individual member's basic right to attend meetings), so the business transacted at the improperly-called meeting is null and void, regardless of the number of votes on each side of the question.

[David A Foulkes]

If a board member was not informed of a meeting which took place, (although not intentionally)...

.... it was believed by a few of the board members that he did not have a vote in the matter...

And so perhaps they did not send him the notice? It sounds a bit like there was some intention involved.

I'm thinking that whether the member was allowed to vote, or should have, it's no reason to prevent him from attending the meeting, and perhaps engage in debate at the very least. But I could be out on my limb here.

[Rob Elsman]

And so perhaps they did not send him the notice? It sounds a bit like there was some intention involved.

I'm thinking that whether the member was allowed to vote, or should have, it's no reason to prevent him from attending the meeting, and perhaps engage in debate at the very least. But I could be out on my limb here.

I share your limb. My understanding of the facts makes me believe this was not a legal meeting.

[Guest dan]

I am inclined to disagree, since the question cannot garner a majority vote if the meeting was improperly called, as I previously opined in response to Rev. Ed.

I am also inclined to disagree as well. The presence of an additional member may have affected a vote well beyond just one vote one way or the other. A different motion may have been offered, or minds changed in debate/discussion.

[Gary Novosielski]

And so perhaps they did not send him the notice? It sounds a bit like there was some intention involved.

Exactly. If they had a belief and acted on that belief, that's certainly intentional behavior, even if they were mistaken or misinformed.

When the Q: said "unintentional," I was thinking more along the lines of someone dropped the letter behind the car seat on the way to the post office and didn't notice till later. Not that that would necessarily excuse them from the notice requirement, but at least it's closer to unintentional.

[hmtcastle]

The presence of an additional member may have affected a vote well beyond just one vote one way or the other. A different motion may have been offered, or minds changed in debate/discussion.

However that fact is not relevant to the question of whether the meeting itself is legitimate if notice of the meeting was not sent to all members. The effect the presence of any one member may have had at the meeting is immaterial.

[Rob Elsman]

Exactly. If they had a belief and acted on that belief, that's certainly intentional behavior, even if they were mistaken or misinformed.

When the Q: said "unintentional," I was thinking more along the lines of someone dropped the letter behind the car seat on the way to the post office and didn't notice till later. Not that that would necessarily excuse them from the notice requirement, but at least it's closer to unintentional.

Right. I think I understood him correctly. Nothing he said in his original post led me to believe the other members were guilty of misconduct or culpable negligence. I think they just blundered badly. But the one member had the absolute and unsuspendable right to be sent a call to the meeting a reasonable time in advance, and, that not having been done, the meeting was illegal and the business transacted at it is null and void. The breach of the rule is a "continuing breach", so a Point of Order is likely still in order.