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Special Resolution


Catherine J Scott

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I read a Special Resolution at our AGM on May 21 2017.Before the meeting on Sept 16 2016 I sent a copy to the then President to be put on the agenda

for the AGM. In April of 2017 I sent copy of the Resolution to the then President. At the meeting I then found out that none of the other board members

knew any thing about the Resolution. At the AGM after I read the Special Resolution a member made a motion to postpone the Special Resolution

Indefinitely to be discussed by the board of Directors with recommendations brought to the next AGM. We only have a AGM once a year.

The board will not do anything until I get a ruling from you. I hope you can help me.

Catherine J Scott

jcscoftt34@hotmail.com

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The AGM is a meeting of members, not of the board.  

Was the motion to postpone approved by a vote of the membership?

If so, then I guess most people agreed.  Did you bring up the points you raised during debate?

It is not clear to me whether the motion was actually a motion to refer the matter to the board; that would depend on the exact wording.

If so, then the board has a duty to consider it and report to the membership.  The board, in general, should be listening to the membership, not to us.  We are not members.

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The motion was not approved by the members as our bylaws only allow mail in votes. It reads All voting at the AGM/EGM is to be done by mail in vote except

for approval of Agenda, Minutes, Accountant's Review, Committee Reports and Board motions which require immediate action, by all members in good standing;

and that at the AGM/EGM the motions can be seconded and debated only. Yes I did bring up  that it was a Special Resolution but the President did not know how

to handle it. There was no debate. As it was to make rentals of all lots must not be less that one month and that a renter can not share; sublet; or

have family or friends use the lot it the Renter of the lot is not there. The Special Resolution was signed my me and seconded by another member.

 

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10 hours ago, Catherine J Scott said:

The motion was not approved by the members as our bylaws only allow mail in votes. It reads All voting at the AGM/EGM is to be done by mail in vote except

for approval of Agenda, Minutes, Accountant's Review, Committee Reports and Board motions which require immediate action, by all members in good standing;

and that at the AGM/EGM the motions can be seconded and debated only. Yes I did bring up  that it was a Special Resolution but the President did not know how

to handle it. There was no debate. As it was to make rentals of all lots must not be less that one month and that a renter can not share; sublet; or

have family or friends use the lot it the Renter of the lot is not there. The Special Resolution was signed my me and seconded by another member.

What do you mean by "special resolution?" The term "special resolution" is not found in RONR.

If there can be no voting at the meeting (except for a handful of items), what happened when the member made his motion to postpone - and what was the exact wording of that motion? It's not entirely clear whether it was a motion to postpone indefinitely or a motion to refer.

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2 hours ago, Josh Martin said:

What do you mean by "special resolution?" The term "special resolution" is not found in RONR.

If there can be no voting at the meeting (except for a handful of items), what happened when the member made his motion to postpone - and what was the exact wording of that motion? It's not entirely clear whether it was a motion to postpone indefinitely or a motion to refer.

 

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We are under the Society Act of B.C. and we have to have a Special Resolution to change our Bylaws and it must be passed by 2/3 of voting members.

After it is passed by the members it must be sent to the Society for final approval.

If a member at the meeting makes a motion and it is seconded there is a discussion and if a amendment is seconded then both go out to be voted on.

You can vote for the original motion or the amended motion. 

The Motion in the minutes reads To postpone indefinitely the special resolution presented above to be discussed by the Board of Directors with recommendations

brought to the next AGM.  As I remember the motion as it was to be sent to a committee not the Board.

 

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Just a little history as to why a mail in Vote. Our quorum is 3 members present at a general meeting. It has happened that a group gets together

and wait's until a lot of members leave then make a motion. I will pass then. That is how we now have out family club house open until 3 in the morning.

The same group was at the meeting in May and wanted to try the same thing with a activity center be open to young teens until 3 in the morning with no

adult supervision. Now this will go to a mail in Vote and I do not think it will pass. The problem we have is that we are a summer RV Park and a lot of our

owner live any ware from a 12 to 8 hour drive and can not get to a meeting to vote. We have 382 members and the most I think we have ever had is may

be 100. How does any one get a fair vote if they have to be there and can not make it. We are a share interest park so everyone pays the same. 

 

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27 minutes ago, Joshua Katz said:

Why don't the people who are leaving, assuming there are more than 3 of them, adopt a motion to adjourn before they leave?  

Most people just get up and leave. They would never think to make a motion to adjourn. The meeting only needs 3 people to have the meeting.

 

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3 minutes ago, Catherine J Scott said:

Most people just get up and leave. They would never think to make a motion to adjourn.

It may be time for them to start thinking that way, or else put up with whatever motions the gang of three want to pass in their absence.  Or raise the quorum amount to a representative number.

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7 minutes ago, Catherine J Scott said:

Most people just get up and leave. They would never think to make a motion to adjourn. The meeting only needs 3 people to have the meeting.

 

Then they shouldn't complain when 3 people run roughshod.  They can stop it anytime they want by thinking to make a motion to adjourn.

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In your original post, you called it a motion to Postpone Indefinitely, which essentially kills the motion if it passes, but we're not clear that it did pass.

Now you're calling it a motion to Postpone until the next AGM (i.e., to a definite time) .  Such a motion cannot be used to postpone longer than a quarterly time interval, so this would not be in order.

Earlier you suggested that the intent of the  motion was to refer the matter to the board, which would be a motion to Commit/Refer.

Without knowing what motion was actually made, and how it was disposed of, it's difficult to advise you on whether it was properly handled and, if not, whether it is too late to do anything about it.

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The motion in the minutes from that meeting reads as : To postpone indefinitely the special resolution presented above to be discussed by the Board

of Directors with recommendations brought to the next AGM.                                                                                                                                                                                           The motion was not passed because it was not mailed out with the other motions. The matter after the motion to postpone was then dropped

If the postpone indefinitely is not correct then the board could still send out the motion with the vote on the budget.

  

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8 minutes ago, Catherine J Scott said:

The motion in the minutes from that meeting reads as : To postpone indefinitely the special resolution presented above to be discussed by the Board

of Directors with recommendations brought to the next AGM.                                                                                                                                                                                           The motion was not passed because it was not mailed out with the other motions. The matter after the motion to postpone was then dropped

If the postpone indefinitely is not correct then the board could still send out the motion with the vote on the budget.

Based upon all of the facts which have been provided, I think that the motion to postpone indefinitely, or postpone, or refer, or whatever, was not in order, because the motion was not related to a motion which was actually under the control of the assembly. Instead, it was related to a motion which, per your bylaws, must be sent to the full membership for a vote by mail, and proper notice of this motion was given. Even if the motion had been in order, it appears that no vote was taken on the motion, and therefore it was not adopted.

So it seems to me that the board can and should "send out the motion with the vote on the budget."

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