motion

[Guest Linda JJ]

Our board made a motion to negotiate a new contract with an employee. If the negotiators come back with a proposal that the board does not accept and if the board does not want to make a counteroffer what vote or motion if any is appropriate?

[Hieu H. Huynh]

What happened with the motion after it was made? Was this motion made at a general membership meeting?

[Guest Linda J]

19 minutes ago, Hieu H. Huynh said:

What happened with the motion after it was made? Was this motion made at a general membership meeting?

Nothing happened with the motion. We have been waiting for three months to hear back. No motion was made to general membership.

[Gary Novosielski]

On 10/19/2016 at 4:30 PM, Guest Linda JJ said:

Our board made a motion to negotiate a new contract with an employee. If the negotiators come back with a proposal that the board does not accept and if the board does not want to make a counteroffer what vote or motion if any is appropriate?

Coming back with a proposal would take the form of the negotiations committee coming back with a recommended contract, or perhaps a memorandum of agreement, and a making a motion that the contract or MoA be agreed to by the board (presuming this is within the board's powers).  

At that point the board can discuss the merits of the contract.  If it wants to make a counteroffer, it can vote to recommit the matter to the negotiations committee, with or without specific recommendations.  Or it can simply vote No on the motion.

[Guest Linda J]

27 minutes ago, Gary Novosielski said:

Coming back with a proposal would take the form of the negotiations committee coming back with a recommended contract, or perhaps a memorandum of agreement, and a making a motion that the contract or MoA be agreed to by the board (presuming this is within the board's powers).  

At that point the board can discuss the merits iof the contract.  If it wants to make a counteroffer, it can vote to recommit the matter to the negotiations committee, with or without specific recommendations.  Or it can simply vote No on the motion.

We gave recommendations to our negotiations committee but I believe the parameters were not embraced by the employee. I think the negotiators are coming back empty handed looking for direction. Some  board members may want to counteroffer even if our parameters aren't met. If they don't make a motion to counteroffer is everything just dropped. No motion made and no contract extended?

[Rev Ed]

If we are talking about a current employee, you may want to discuss this with a lawyer who specializes in employment law.  For example, the employment contract may continue (i.e. essentially be automatically renewed for a year) if no other agreements are made, depending on the jurisdiction. 

[Guest Linda J]

9 hours ago, Rev Ed said:

If we are talking about a current employee, you may want to discuss this with a lawyer who specializes in employment law.  For example, the employment contract may continue (i.e. essentially be automatically renewed for a year) if no other agreements are made, depending on the jurisdiction. 

The contract ends and it is the Boards power to negotiate a new contract or not renew. I am just looking at the mechanics....what would the motion look like if there is a vote to see what board members would like to do after we receive this information.

[Dan Honemann]

15 hours ago, Guest Linda JJ said:

Our board made a motion to negotiate a new contract with an employee. If the negotiators come back with a proposal that the board does not accept and if the board does not want to make a counteroffer what vote or motion if any is appropriate?

 

11 hours ago, Guest Linda J said:

We gave recommendations to our negotiations committee but I believe the parameters were not embraced by the employee. I think the negotiators are coming back empty handed looking for direction. Some  board members may want to counteroffer even if our parameters aren't met. If they don't make a motion to counteroffer is everything just dropped. No motion made and no contract extended?

When you say that your board "made a motion to negotiate a new contract with an employee" I assume that you mean that it adopted such a motion. If this is the case (we don't have any of the details, and so we can't know for sure), it would appear that this motion is still in full force and effect. If so, it must either be complied with or the board will have to rescind or amend it (see RONR, 11th ed., pp. 305-310 for details).

It also appears that your board agreed, either because it was included in the same motion already referred to or by adoption of another motion, to refer this matter to a committee, making certain "recommendations" to the committee in the process. The information provided is not sufficient to enable me to arrive at any opinion as to whether or not this committee continues to exist, and if so, its assigned function.

 

 

[Guest Linda J]

32 minutes ago, Daniel H. Honemann said:

 

When you say that your board "made a motion to negotiate a new contract with an employee" I assume that you mean that it adopted such a motion. If this is the case (we don't have any of the details, and so we can't know for sure), it would appear that this motion is still in full force and effect. If so, it must either be complied with or the board will have to rescind or amend it (see RONR, 11th ed., pp. 305-310 for details).

It also appears that your board agreed, either because it was included in the same motion already referred to or by adoption of another motion, to refer this matter to a committee, making certain "recommendations" to the committee in the process. The information provided is not sufficient to enable me to arrive at any opinion as to whether or not this committee continues to exist, and if so, its assigned function.

 

 

Yes. The motion was adopted to negotiate a new contract and to refer to committee with certain 'recommendations'. The committee just received a response but the Board will not be informed until next meeting. It is my guess that the 'recommendations' were not accepted and that the committee is now looking for direction. Some board members may want to modify the recommendations...some board members may just be done and do not want to proceed. Are you saying that the latter would make a motion to rescind the original motion and the former would make a motion to modify the recommendations? And...if a motion to modify did not pass, would we still need to make a motion to rescind if we weren't moving forward?

[Dan Honemann]

2 hours ago, Guest Linda J said:

Yes. The motion was adopted to negotiate a new contract and to refer to committee with certain 'recommendations'. The committee just received a response but the Board will not be informed until next meeting. It is my guess that the 'recommendations' were not accepted and that the committee is now looking for direction. Some board members may want to modify the recommendations...some board members may just be done and do not want to proceed. Are you saying that the latter would make a motion to rescind the original motion and the former would make a motion to modify the recommendations? And...if a motion to modify did not pass, would we still need to make a motion to rescind if we weren't moving forward?

I can't be sure of the answers to your questions without knowing the exact wording of the motion or motions which were adopted, but based solely upon what has been posted, then yes, I would say that board members who want to modify the recommendations contained in the motion which was adopted will need to move to amend that motion, and members who no longer want to negotiate a new contract with the employee will need to move to rescind it.

If a motion to amend something which was adopted fails, what was adopted remains in effect unless and until it is rescinded or expires in accordance with its own terms.

[George Mervosh]

Dan, do you think Guest Linda J's board should just proceed under the assumption the current special committee is still in existence?  I'd say yes, because no would really be worse.

[Guest Linda J]

5 minutes ago, Daniel H. Honemann said:

I can't be sure of the answers to your questions without knowing the exact wording of the motion or motions which were adopted, but based solely upon what has been posted, then yes, I would say that board members who want to modify the recommendations contained in the motion which was adopted will need to move to amend that motion, and members who no longer want to negotiate a new contract with the employee will need to move to rescind it.

If a motion to amend something which was adopted fails, what was adopted remains in effect unless and until it is rescinded or expires in accordance with its own terms.

Thank you!

[Dan Honemann]

1 hour ago, George Mervosh said:

Dan, do you think Guest Linda J's board should just proceed under the assumption the current special committee is still in existence?  I'd say yes, because no would really be worse.

I'd say yes too, even although it's a longer answer than no, because I gather that the meeting at which the committee is to submit its report has yet to occur. 

[Guest Linda J]

7 hours ago, George Mervosh said:

Dan, do you think Guest Linda J's board should just proceed under the assumption the current special committee is still in existence?  I'd say yes, because no would really be worse.

 

5 hours ago, Daniel H. Honemann said:

I'd say yes too, even although it's a longer answer than no, because I gather that the meeting at which the committee is to submit its report has yet to occur. 

 

 

7 hours ago, Daniel H. Honemann said:

I

If a motion to amend something which was adopted fails, what was adopted remains in effect unless and until it is rescinded or expires in accordance with its own terms.

Please educate ...why would "no" be really worse and what would be an example of..."expires in accordance with its own terms"?   

[Dan Honemann]

11 hours ago, Guest Linda J said:

Please educate ...why would "no" be really worse and what would be an example of..."expires in accordance with its own terms"?   

My response ("yes") to the question asked by Mr. Mervosh was based upon my understanding that your current special committee has yet to submit a report, and there is no reason to assume that it no longer exists. The answer "no" would be worse because it would be wrong, unless, of course, I completely misunderstood what it was that was being asked, which wouldn't surprise me in the least. Your best bet is simply to ignore this particular exchange.

Once something has been done as ordered by an adopted main motion, the effectiveness of the motion has expired in accordance with its own terms. Or an adopted main motion may specify a time for the termination of its effect. In such instances, nothing remains in effect which can be rescinded.

[Guest Linda J]

14 minutes ago, Daniel H. Honemann said:

 

Once something has been done as ordered by an adopted main motion, the effectiveness of the motion has expired in accordance with its own terms. Or an adopted main motion may specify a time for the termination of its effect. In such instances, nothing remains in effect which can be rescinded.

So does this mean that if we specified in the main motion a time for the committee to report back...(we didn't), after that date the motion would expire...or if they came back with an agreement for the board to approve the motion would expire? The wording of our motion was open ended..it just states that we will negotiate. The discussion prior to the motion was... let's see what they come back with. 

[Dan Honemann]

42 minutes ago, Guest Linda J said:

So does this mean that if we specified in the main motion a time for the committee to report back...(we didn't), after that date the motion would expire...or if they came back with an agreement for the board to approve the motion would expire? The wording of our motion was open ended..it just states that we will negotiate. The discussion prior to the motion was... let's see what they come back with. 

There's nothing to be gained by worrying about what the situation would be if the motion which your board adopted said something other than what it says.

As I said some time ago, I can't be sure of the answers to the questions you initially asked without knowing the exact wording of the motion or motions which were adopted (although I did offer some advice based solely upon what was posted), and I certainly don't want to speculate on what actions your board may or may not take when its committee makes its report. Waiting to "see what they come back with" makes sense to me.

 

 

[George Mervosh]

2 hours ago, Daniel H. Honemann said:

Your best bet is simply to ignore this particular exchange.

Yes, Guest Linda, please do.  The last thing I wanted to do was cause more confusion.  Just do what the cognoscenti always do - follow Mr.  Honemann's advice.  You'll be fine.

[Guest Linda J]

1 hour ago, Daniel H. Honemann said:

There's nothing to be gained by worrying about what the situation would be if the motion which your board adopted said something other than what it says.

As I said some time ago, I can't be sure of the answers to the questions you initially asked without knowing the exact wording of the motion or motions which were adopted (although I did offer some advice based solely upon what was posted), and I certainly don't want to speculate on what actions your board may or may not take when its committee makes its report. Waiting to "see what they come back with" makes sense to me.

 

 

I just wanted to make sure that going forward  we do a better job of crafting motions. The question about what would constitute the expiration of a motion was asked by a fellow board member to determine if indeed we do need to rescind that motion if some board members don't want to offer a contract. Unfortunately, the motion was made in executive session and the minutes only reflect the following,"to enter into negotiations with" the employee...nothing else.

 

[Dan Honemann]

1 hour ago, Guest Linda J said:

I just wanted to make sure that going forward  we do a better job of crafting motions. The question about what would constitute the expiration of a motion was asked by a fellow board member to determine if indeed we do need to rescind that motion if some board members don't want to offer a contract. Unfortunately, the motion was made in executive session and the minutes only reflect the following,"to enter into negotiations with" the employee...nothing else.

 

Minutes must be kept reflecting exactly, and in full, the wording of main motions which have been adopted, whether they are adopted in executive session or not. Your board obviously has to know exactly what it has adopted in order to determine whether or not it wants or needs to rescind it, or whether or not it wants to amend it, and if so, how.

 

[Gary c Tesser]

4 hours ago, Daniel H. Honemann said:

There's nothing to be gained by worrying about what the situation would be if the motion which your board adopted said something other than what it says....

 

3 hours ago, Guest Linda J said:

I just wanted to make sure that going forward  we do a better job of crafting motions. The question about what would constitute the expiration of a motion was asked by a fellow board member to determine if indeed we do need to rescind that motion if some board members don't want to offer a contract....

Dan, wouldn't it expand on Guest Linda J's abitity in proper parliamentary procedure (as she proceeds to offer the current example)?  (Another example of expanding her knowledge is her here incidentally learning that minutes are to be taken punctiliously in executive session, as elsewhere.)

3 hours ago, Guest Linda J said:

... Unfortunately, the motion was made in executive session and the minutes only reflect the following,"to enter into negotiations with" the employee...nothing else.

So Guest Linda J, do you think your group can reconstruct, fairly accurately, what this motion said (as close to verbatim as possble)?  It would save Mr Honemann again repeating, in his courtly Southern gentleman way and in his most mellifluous if stentorian tones, that he still doesn't know what the motion says.  And the rest of us could maybe peer over his shoulder so we could know what it says too.  Assuming he would let us into his house.

[Dan Honemann]

33 minutes ago, Gary c Tesser said:

Dan, wouldn't it expand on Guest Linda J's abitity in proper parliamentary procedure (as she proceeds to offer the current example)? 

Probably not any more than observing that motions to postpone were in order while the Constitutional Convention of 1787 was considering resolutions in Committee of the Whole *, even although they would not be in order today, either under the rules of the U.S. House of Representatives or under the rules in RONR.

-------------------------

* This is likely because, although this convention adopted no special rule of its own governing this particular matter, for well over 100 years representative assemblies of the several colonies undoubtedly permitted motions to postpone to be made while acting in Committee of the Whole.

[Guest Linda J]

4 hours ago, Gary c Tesser said:

 

Dan, wouldn't it expand on Guest Linda J's abitity in proper parliamentary procedure (as she proceeds to offer the current example)?  (Another example of expanding her knowledge is her here incidentally learning that minutes are to be taken punctiliously in executive session, as elsewhere.)

So Guest Linda J, do you think your group can reconstruct, fairly accurately, what this motion said (as close to verbatim as possble)?  It would save Mr Honemann again repeating, in his courtly Southern gentleman way and in his most mellifluous if stentorian tones, that he still doesn't know what the motion says.  And the rest of us could maybe peer over his shoulder so we could know what it says too.  Assuming he would let us into his house.

Alas, I wish I could say that I have a beautifully penned motion to present...but all I have is a motion to negotiate with employee to extend contract. We verbally gave recommendations to the negotiation committee to offer less money because of enrollment. No dates...no time frame... I can't even tell you that we voted specifically to appoint the committee.  So...

 

2 hours ago, Daniel H. Honemann said:

Probably not any more than observing that motions to postpone were in order while the Constitutional Convention of 1787 was considering resolutions in Committee of the Whole *, even although they would not be in order today, either under the rules of the U.S. House of Representatives or under the rules in RONR.

-------------------------

* This is likely because, although this convention adopted no special rule of its own governing this particular matter, for well over 100 years representative assemblies of the several colonies undoubtedly permitted motions to postpone to be made while acting in Committee of the Whole.

.... not only are our motions out of order today, but I can say without reservation that our board has probably been out of order for 50 years. I have been trying to educate my board one step at a time. It is a slow process. In the meantime... I will move to rescind whatever motion was made.  Would that be in order?

[jstackpo]

"I will move to rescind whatever motion was made.  Would that be in order?"

Just as long as it has not been carried out.  That is, if "negotiations" have begun, then it will be to late to rescind.

You could tell the committee to cease negotiations, but that would require a 2/3 vote to "discharge" the committee. See p. 310ff. for more details.

[Guest Linda J]

Does this.....

58 minutes ago, jstackpo said:

Just as long as it has not been carried out.  That is, if "negotiations" have begun, then it will be to late to rescind.

 

conflict with this?

On October 20, 2016 at 11:46 AM, Daniel H. Honemann said:

 .....members who no longer want to negotiate a new contract with the employee will need to move to rescind it.

 

Once negotiations have started...what do board members do if they want to stop negotiations and not offer a contract? Does the act of negotiating cause the motion to expire or is it negotiating to completion(an agreement) that causes it to expire?