Board majority wants to change its decision

[Guest Kenneth]

The executive board of my national organization dealt with a divisive and knotty issue during its recent 1-week quarterly meeting. In accordance with its custom in the type of issue being considered, the decision was reached by a voice ballot, which is to say that after extensive discussion, a general consensus was reached, and a voice yes-no vote on each component of the consensus arrived at was then taken (there were three components) from each member who was eligible to participate in the decision (our rules prohibit the participation of a member if a matter under consideration involves a regional chapter with which the member is affiliated). Two of the components were adopted unanimously and the third component was adopted by a 3/4 majority. At the conclusion of this action, the quarterly meeting was adjourned.

 

At least 3/5 of the members who participated in this vote and who were in the majority are now having morning-after regrets and wish to revisit the entire matter. The resolution that they adopted at their meeting has not yet been executed and the administration is, with bated breath, holding execution of the resolution in abeyance depending on the outcome of this inquiry. Is a motion to amend or rescind the appropriate and easiest pathway to allow the board to engage in a do-over? 

 

And a set of subsidiary questions (assuming that the answer to the foregoing question is "yes"):

 

(1) In what circumstances would either motion require a simple majority or a 2/3 majority vote to be adopted?

 

(2) Are the members of the board who were not eligible to participate in the original decision eligible to participate in the vote to amend or rescind?

 

(3) The board often conducts votes between meetings absent objection via fax or email voting if the matter is both time-sensitive and not complicated. For a complicated and time-sensitive matter, they will conduct a telephone conference call meeting to resolve it. Are either or both of these options available to conduct a vote to rescind or amend, and how would either option affect the type of majority vote required, if at all?

[Josh Martin]

Is a motion to amend or rescind the appropriate and easiest pathway to allow the board to engage in a do-over? 

Yes.

 

(1) In what circumstances would either motion require a simple majority or a 2/3 majority vote to be adopted?

A majority vote is required if notice is given of the motion to Rescind or Amend Something Previously Adopted. Notice may be given orally at the previous meeting (which it seems was not done) or submitted to the Secretary to include in the call of the meeting. If notice is not given, either motion requires a 2/3 vote or a vote of a majority of the entire membership.

 

(2) Are the members of the board who were not eligible to participate in the original decision eligible to participate in the vote to amend or rescind?

This involves a rule in your bylaws, so that is for your organization to interpret. At first glance, however, it would seem to me that if a main motion involves a regional chapter, rescinding or amending that motion will likewise involve the regional chapter.

 

(3) The board often conducts votes between meetings absent objection via fax or email voting if the matter is both time-sensitive and not complicated. For a complicated and time-sensitive matter, they will conduct a telephone conference call meeting to resolve it. Are either or both of these options available to conduct a vote to rescind or amend, and how would either option affect the type of majority vote required, if at all?

Neither of these options are available at all unless authorized by your bylaws. If they are authorized, then (unless your rules provide otherwise), they could be used for a motion to Rescind or Amend Something Previously Adopted and the voting requirements would be the same as usual.

[Guest Kenneth]

Thanks so much.