Guest Harper Posted May 30, 2017 at 04:17 AM Report Share Posted May 30, 2017 at 04:17 AM The laws of the country which govern my organization permit members to submit resolutions direct to our general assembly for up-and-down votes. There are very specific legal guidelines for making such proposals including filing deadlines, numbers of signatures, etc. The members proposing the resolutions as a practical matter must send them to the organization's board of directors for placement on the meeting agenda. The board doesn't have discretionary authority to deny placing the proposals on the agenda short of them being in violation of the law. Due to confusion about this procedure (the chair left the board meeting midway through the meeting), the acting chair proposed a resolution to defer the petition for six to nine months, whenever the next general assembly will be held. The board approved his motion not fully aware of the legal requirement to put the resolutions on the agenda. My question: How do we get out of this mess because there is a tight deadline to issue the meeting agenda and send out ballots to vote on the resolutions? I don't believe there will be time to formally rescind the acting chair's motion and, as I said, the law is quite specific about non-board member rights to propose resolutions. Can the acting chair withdraw his motion? And if so, how would he go about that since there probably won't be a board meeting before the agenda is issued? Or can the chair (who is also the organization's president) just rule that the board resolution was invalid and put the member resolutions on the agenda? It was a mistake. It was unintentional. But it's in contravention of the law. Thank you. Harper Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 30, 2017 at 11:26 AM Report Share Posted May 30, 2017 at 11:26 AM 7 hours ago, Guest Harper said: The members proposing the resolutions as a practical matter must send them to the organization's board of directors for placement on the meeting agenda. 7 hours ago, Guest Harper said: the legal requirement to put the resolutions on the agenda. (Let me start here....: ) It looks to me as if these two statements are contradictory. What's up with this? (Also, I'm dubious as to whether Robert's Rules much applies in this case. I have just spent 7 hours re-reading the book and come up with a pittance, a tippance, a flippance, a nuance, a savoure-faire. Maybe a tidbit.) Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 30, 2017 at 11:29 AM Report Share Posted May 30, 2017 at 11:29 AM 7 hours ago, Guest Harper said: as I said, the law is quite specific about non-board member rights to propose resolutions. Where, exactly, did you say this? Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 30, 2017 at 11:31 AM Report Share Posted May 30, 2017 at 11:31 AM 7 hours ago, Guest Harper said: How do we get out of this mess Raise a point of order. Why wouldn't that work? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted May 30, 2017 at 01:56 PM Report Share Posted May 30, 2017 at 01:56 PM 9 hours ago, Guest Harper said: The laws of the country which govern my organization permit members to submit resolutions direct to our general assembly for up-and-down votes. There are very specific legal guidelines for making such proposals including filing deadlines, numbers of signatures, etc. The members proposing the resolutions as a practical matter must send them to the organization's board of directors for placement on the meeting agenda. The board doesn't have discretionary authority to deny placing the proposals on the agenda short of them being in violation of the law. Due to confusion about this procedure (the chair left the board meeting midway through the meeting), the acting chair proposed a resolution to defer the petition for six to nine months, whenever the next general assembly will be held. The board approved his motion not fully aware of the legal requirement to put the resolutions on the agenda. My question: How do we get out of this mess because there is a tight deadline to issue the meeting agenda and send out ballots to vote on the resolutions? I don't believe there will be time to formally rescind the acting chair's motion and, as I said, the law is quite specific about non-board member rights to propose resolutions. Can the acting chair withdraw his motion? And if so, how would he go about that since there probably won't be a board meeting before the agenda is issued? Or can the chair (who is also the organization's president) just rule that the board resolution was invalid and put the member resolutions on the agenda? Put the resolution on the agenda. At the membership meeting, the president can rule the board's motion invalid. Quote Link to comment Share on other sites More sharing options...
Guest Harper Posted May 30, 2017 at 02:34 PM Report Share Posted May 30, 2017 at 02:34 PM 1 hour ago, Josh Martin said: Put the resolution on the agenda. At the membership meeting, the president can rule the board's motion invalid. Mr. Martin, I have prepared a response to the issues raised by Mr. Tesser. But to you, our new bylaws have substantially and materially changed meeting quorum rules by allowing absentee voters to count toward the quorum. If you miss getting an item on the agenda, you miss the vote since around 60% of all 'attendees' are absent and not by way of proxies. The president, declaring the board's motion invalid, at the general assembly meeting, doesn't get the items on the agenda. Harper Quote Link to comment Share on other sites More sharing options...
Guest Harper Posted May 30, 2017 at 02:42 PM Report Share Posted May 30, 2017 at 02:42 PM 4 hours ago, Gary c Tesser said: Raise a point of order. Why wouldn't that work? First, thank you for your response. Second, to the specifics: Our organization underwent a major change several years ago and introduced new bylaws, disconsonant parts of which were almost a direct translation from the applicable law. No longer is it possible to make motions from the general assembly floor. Only agenda items can be voted on. Putting an item on the agenda requires more than a month's advance notice and X number of signatures to do it. We are aware that the law trumps our bylaws and Robert's Rules. It is stipulated in our bylaws and on Page 16 of RONR (10th edition), which I believe has not been changed in subsequent editions. We believe that it is not the board's prerogative to reject these items unless they are clearly illegal. A point of order should have been raised, but wasn't. The motion to delay is, in my opinion, an illegal motion. The person who made the motion admitted that he didn't understand the legal implications of the process. Of course, there is a legal recourse. But it’s time-consuming and costly. We are trying to find a way to correct the mistake, effectively nullifying the motion. Since our organization uses Robert’s Rules, I am trying to do so within the framework of Robert’s Rules. I have reviewed RONR’s procedures for rescinding and withdrawing motions. The problem is that there is a time constraint and it may not be possible to go back to the board. We also don’t permit electronic voting. I am truly looking for guidance. Two specific questions: 1) Assuming for the moment that as we have asserted there are no legal deficiencies in the agenda item proposals and the organization's rules do not positively allow the board to reject legal agenda items (though they may comment against them), what can we do to reverse the board action to remove these proposed agenda items from the agenda by the board ? It is my belief that the board will comply with the law now that they know it. What we need is a proper procedure to rescind the motion which has already been passed by the Board. 2) If there is time for the board to meet again, can the author of the motion simply withdraw it? Thank you. Harper Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted May 30, 2017 at 06:26 PM Report Share Posted May 30, 2017 at 06:26 PM 3 hours ago, Guest Harper said: Mr. Martin, I have prepared a response to the issues raised by Mr. Tesser. But to you, our new bylaws have substantially and materially changed meeting quorum rules by allowing absentee voters to count toward the quorum. If you miss getting an item on the agenda, you miss the vote since around 60% of all 'attendees' are absent and not by way of proxies. The president, declaring the board's motion invalid, at the general assembly meeting, doesn't get the items on the agenda. Yes, that's why I'm saying to simply put the motion on the agenda now. If the President truly believes the motion is in conflict with the bylaws and applicable law, he should not enforce it. He will then formally declare the board's motion to be invalid at the membership meeting. The reason I suggest this method is because there appears to be doubt regarding whether the board will meet in time to address this issue. If it is possible for the board to meet in time, it would certainly be preferable for the chairman to make this ruling at a board meeting. 3 hours ago, Guest Harper said: 1) Assuming for the moment that as we have asserted there are no legal deficiencies in the agenda item proposals and the organization's rules do not positively allow the board to reject legal agenda items (though they may comment against them), what can we do to reverse the board action to remove these proposed agenda items from the agenda by the board ? It is my belief that the board will comply with the law now that they know it. What we need is a proper procedure to rescind the motion which has already been passed by the Board. The proper procedure is for the President, at a board meeting, to rule the motion out of order and null and void due to the conflict with applicable law. 3 hours ago, Guest Harper said: 2) If there is time for the board to meet again, can the author of the motion simply withdraw it? No. Adopted motions may not be withdrawn. Quote Link to comment Share on other sites More sharing options...
Guest Harper Posted May 30, 2017 at 07:05 PM Report Share Posted May 30, 2017 at 07:05 PM 1 hour ago, Josh Martin said: Yes, that's why I'm saying to simply put the motion on the agenda now. If the President truly believes the motion is in conflict with the bylaws and applicable law, he should not enforce it. He will then formally declare the board's motion to be invalid at the membership meeting. The reason I suggest this method is because there appears to be doubt regarding whether the board will meet in time to address this issue. If it is possible for the board to meet in time, it would certainly be preferable for the chairman to make this ruling at a board meeting. The proper procedure is for the President, at a board meeting, to rule the motion out of order and null and void due to the conflict with applicable law. No. Adopted motions may not be withdrawn. Thank you. Quote Link to comment Share on other sites More sharing options...
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