Authorization of large motion by Board - overlooked need for member vote in by-laws

[Guest Guest - Tim]

To All,

I apologize if this would have fit better elsewhere in this forum; however, after reviewing other topic and strings, I felt it merited a new discussion.

 

The Situation:

After a year of discussion, our Board approved and underwent a facilitated strategic planning session.  As we wanted to roll out the "new direction" to our members at the annual meeting, we finalized the four year plan, enumerated the separate aspect of a large motion (it was an all-or-none vote), and held a vote.  The motion passed, and the plan was rolled out at the annual meeting.  Because the plan involved a substantial increase in member dues, as well as the allocation of significant capital resources towards the endeavor, we had key members at each table and gave our members twenty minutes to ask questions, vent, etc...  Following the discussion, the members were reminded that the Board had approved this action, and the association was moving forward.  The following day, a member sent the board the following section from our by-laws:

 

Section 1.

The Executive Committee shall meet prior to the annual meeting to submit a proposed schedule of dues for the various classes of membership for the following year. This proposed schedule shall be submitted to the membership at the annual meeting and may be acted upon or amended upon by a majority vote of the voting members present.

 

The Complication:

Obviously, this has put our Board and association in a precarious situation.  We have set a timeline and tasks which will require the release of funds begin prior to the next annual meeting, as well as an extended budget which has the increased dues as a key component.  We have enough cash reserves to finance our endeavors without the revenue from increased dues; however, as we are now aware the Board vote should not have taken place, and we no longer have access to those members who were present at the annual meeting, it seems that we are bound to not move ahead with anything given the due increase was "bundled" with the other components of our strategic plan.  We have a roster of those in attendance; however, now that the meeting took place a couple months ago, timeliness is not on our side and it seems the entire membership may need to be involved at this point.

 

The Questsions:

- Do we have to wait until the next annual business meeting, and put this forward to those in attendance, or are we able to solicit a vote either electronically or by mail-in ballot?

 

- If we are able to use electronic or written mediums, can we distribute it to only those who were in attendance, or should it go to the entire membership given the time lapse?  Our by-laws allow for Board votes via other mediums; however, there is no wording which addresses votes by membership.

 

The Executive Committee shall have the same rights, powers, and privileges as are generally conferred upon an Executive Committee, and shall conduct and carry on the affairs and business of the Association. The Executive Committee can debate, vote and conduct Association business via teleconference and email, in addition to Board meetings. They shall examine the qualifications of the persons for membership under the By-laws of the Association.

 

- Are we able to parse out the dues as a separate component, or does the entire motion automatically become void due to improper procedure?

 

 

I appreciate your time and consideration on this matter.

 

-Tim

 

[Josh Martin]

I apologize if this would have fit better elsewhere in this forum; however, after reviewing other topic and strings, I felt it merited a new discussion.

 

Good call. We generally advise posters to always start a new topic for a new question, even if there's another topic on a similar issue.

 

Do we have to wait until the next annual business meeting, and put this forward to those in attendance, or are we able to solicit a vote either electronically or by mail-in ballot?

 

Probably the former. All business must be conducted at a meeting unless the bylaws provide otherwise. Additionally, it seems that your bylaws specifically provide that dues shall be acted on at the annual meeting.

 

 If we are able to use electronic or written mediums, can we distribute it to only those who were in attendance, or should it go to the entire membership given the time lapse?  Our by-laws allow for Board votes via other mediums; however, there is no wording which addresses votes by membership.

 

Then electronic or mail-in voting is not permitted for the general membership.

 

Are we able to parse out the dues as a separate component, or does the entire motion automatically become void due to improper procedure?

 

From a parliamentary perspective, I would advise using Amend Something Previously Adopted to remove the parts about dues, so that there is no question that the remaining motion is within the board's authority. Whether this is a practical solution seems more like a financial issue than a parliamentary one.

[sMargaret]

...

 We have a roster of those in attendance; however, now that the meeting took place a couple months ago, timeliness is not on our side and it seems the entire membership may need to be involved at this point.

 

...

- Do we have to wait until the next annual business meeting, and put this forward to those in attendance, or are we able to solicit a vote either electronically or by mail-in ballot?

 

- If we are able to use electronic or written mediums, can we distribute it to only those who were in attendance, or should it go to the entire membership given the time lapse? 

The roster of those who were in attendance is a historical document at this point, and shouldn't be used in the future to pick the members who get to vote on this matter.

 

Check your bylaws - do you have the ability to hold a special general meeting?

 

Your bylaws say: "This proposed schedule shall be submitted to the membership at the annual meeting and may be acted upon or amended upon by a majority vote of the voting members present."

 

Some may argue that this proposed schedule of dues was indeed submitted to the membership at the AGM. Does the bylaw language call for the members to hold a vote on it in order to approve it? Beats me - that would be up to your members to decide. Check the principles of interpretation in RONR. What does "acted upon" actually mean?

 

Were members able to vote on anything at the AGM? Did anyone attempt to make a point of order about it at the time?

[Guest Nancy N.]

Sorry about the delay, but I must chime in that I think sMargaret might have made the key points back here before her birthday. Those bylaw provisions are not clear and unambiguous about what is required. (For example, it might not even matter what "acted upon" really means. But I disagree that it might matter whether special meetings are provided for, since it is clearly stated in the bylaws that the issue we're concerned with is specifically what happens at the general meeting ... or needs to.

(But sMargaret, whatever difference would it make whether a point of order was made?)

[sMargaret]

Sorry about the delay, but I must chime in that I think sMargaret might have made the key points back here before her birthday.

Actually, it is a couple of days before my birthday, so the point is timely.

 

(But sMargaret, whatever difference would it make whether a point of order was made?)

I was wondering if a point of order that this has to go to the members had been made at that point, and had been ruled out of order - if it was actually dealt with in the meeting and there was a decision made on the point, however wrong that decision may have been. I'm not certain this would be a continuing breach.