Guest Todd Janis

Motion by membership at annual meeting

36 posts in this topic

At our clubs annual meeting, a motion was made by a club member, it was seconded and after discussion, there was a vote. The final vote was overwhelmingly in the affirmative with only two no votes. Our club president questioned wether the membership was allowed to make motion and responded that she would consult a parliamentarian on this matter.  We do not believe she will. 

My question

1)is this motion legally allowed by the membership at the annual meeting. A quorum was present and voted

2)must the board act on the motion?

3)can the board rescind or change the motion in a board meeting after the annual meeting

4) what if the board does not or refuses to act on the motion in a timely manner.  Is there a recourse

the board meets 11 times a year. The annual(general)membership meets once a year

 

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17 minutes ago, Guest Todd Janis said:

1)is this motion legally allowed by the membership at the annual meeting. A quorum was present and voted

That depends on the nature of the motion and how much authority the bylaws give the General Membership.

Quote

2)must the board act on the motion?

That depends on whether the Board has the exclusive authority over the type of business the motion covers.

Quote

3)can the board rescind or change the motion in a board meeting after the annual meeting

See above answers as well as Official Interpretation 2006-12.

 

Quote

4) what if the board does not or refuses to act on the motion in a timely manner.  Is there a recourse

See above answers as well as FAQ #20.

 

In other words...the devil is in the details.

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1 hour ago, Guest Todd Janis said:

At our clubs annual meeting, a motion was made by a club member, it was seconded and after discussion, there was a vote. The final vote was overwhelmingly in the affirmative with only two no votes. Our club president questioned wether the membership was allowed to make motion and responded that she would consult a parliamentarian on this matter.  We do not believe she will. 

My question

1)is this motion legally allowed by the membership at the annual meeting. A quorum was present and voted

2)must the board act on the motion?

3)can the board rescind or change the motion in a board meeting after the annual meeting

4) what if the board does not or refuses to act on the motion in a timely manner.  Is there a recourse

the board meets 11 times a year. The annual(general)membership meets once a year

I don't think I have enough facts to answer these questions. What was the motion? What was the basis for the chair's ruling? Also, did the chair declare the motion adopted? What your bylaws say about the board's authority could also be helpful.

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I suggest that Club President should have known what motions are and are not in order at the annual meeting of members, or should have had a resource available to consult at the time.

Be ready for next year and following years.

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The motion was for a membership directory to be available for the members. This is a national, social club. The bylaws state that each member is privelige to hold office(if elected),. Vote and are granted the rights of membership.  The board is given the responsibility to handle the day to day operation of the club.  

At present, the membership is uncertain as to the accurate number of members in the club.  The annual (general) membership meeting is held once yearly and it takes 10% of the membership present for a quorum.

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7 minutes ago, Guest Todd janis said:

The motion was for a membership directory to be available for the members. This is a national, social club. The bylaws state that each member is privelige to hold office(if elected),. Vote and are granted the rights of membership.  The board is given the responsibility to handle the day to day operation of the club.  

 

Do you have any idea why the chair thought there was some problem with this motion?

In any case, if the chair rules a motion out of order, the assembly can appeal.  The chair doesn't get to hold the motion in abeyance after the meeting.  The chair should have been required to either rule it in order or out of order, not to leave it in limbo.  If the chair didn't have a good reason it was out of order, an appeal should have followed.

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I do not exactly know why the club president felt that there was an issue with the motion.....the motion was made and seconded. A discussion about the motion followed. The motion was restated and a vote of the membership present was taken with 18 yes votes and two no votes.  

Could this board resind or counter motion the original motion at the next board meeting

if this occurs, does the membership have any recourse.

 

our next elections for the board is not until next year.

 

ps. Is there a way or procedure to guarantee a honest elections vote result. We have lost our confidence with the honesty of our current board members and president.

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Then since the president didn't give a clear ruling, I'd treat it as in effect.  The board can rescind the motion only if your bylaws give the board the power to do so.  In general, the membership "outranks" the board - the membership can rescind board motions, but not the other way around.  If your bylaws are different, though, then they will have the answer.

If they proclaim that they've done it anyway but do not have that power, the recourse is to ignore them, and then raise a point of order at a membership meeting.

There is no mechanism for guaranteeing honest elections if you believe the election is being conducted by dishonest people.  However, do your rules say that your board conducts the elections at membership meetings?  Remember, at membership meetings the board is not present as a board, but just as people, and they have no special claim to control elections.

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1 hour ago, Guest Todd janis said:

I do not exactly know why the club president felt that there was an issue with the motion.....the motion was made and seconded. A discussion about the motion followed. The motion was restated and a vote of the membership present was taken with 18 yes votes and two no votes.  

Could this board resind or counter motion the original motion at the next board meeting

if this occurs, does the membership have any recourse.

Did the chair declare the motion adopted?

1 hour ago, Guest Todd janis said:

ps. Is there a way or procedure to guarantee a honest elections vote result. We have lost our confidence with the honesty of our current board members and president.

This is a very broad question. Could you clarify the nature of your concern? What about the current arrangement undermines your confidence in an "honest elections vote result?"

1 hour ago, Joshua Katz said:

Then since the president didn't give a clear ruling, I'd treat it as in effect.

I am not as certain. So far as RONR is concerned, a motion is not adopted until the chair declares it adopted. The facts presented so far leaves some doubt as to whether this occurred.

1 hour ago, Joshua Katz said:

There is no mechanism for guaranteeing honest elections if you believe the election is being conducted by dishonest people.  However, do your rules say that your board conducts the elections at membership meetings?  Remember, at membership meetings the board is not present as a board, but just as people, and they have no special claim to control elections.

Perhaps, but the presiding officer does appoint the tellers. If this is the issue which concerns the OP, then the recourse would be to suspend the rules to provide another method for selecting the tellers, or to suspend the rules to remove the President from the chair and elect a Chairman Pro Tempore to preside.

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4 minutes ago, Josh Martin said:

I am not as certain. So far as RONR is concerned, a motion is not adopted until the chair declares it adopted. The facts presented so far leaves some doubt as to whether this occurred.

2 hours ago, Joshua Katz said:

Fair point.  I had assumed the chair declared it adopted, and then said "hmm, I don't know about this whole motion-thing, I'd better ask a parliamentarian."

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At our annual meeting, i sense the club president was not prepared. she began the meeting by just rambling about non issues and dispense of awards. A point of order was made stating the bylaws require the annual meeting follow the agenda format written in the bylaws.  The format as follows; read and approve minutes from previous meeting ,  officers reports ( pres, vp, treasurer ,  sec) committee reports, unfinished business ,  new business ,  adjourn.

The president had difficulties following this format and no agenda was available to the members present.  in hindsight, the club secretary was absent and noone was appointed to take notes.  

When the motion was made and seconded, the president reluctantly called out the vote for (18) and against (2). As i think back, the president never stated motion carried but did acknowledge the vote totals followed by a muttering of talking to a gentleman near beaumont who was a member of the Houston Assoc of Parlimentarians. She stated his name which i wrote down. I have been researching this name and even thou i have located this gentleman, i am having great difficulties connecting him with the parliamentary group in Houston.

Our membership meetings are held once a year. we just held that meeting. our next meeting wiill be mid 2018.

Our club elections are held every other year. A nominating committee, apointed by the board submits a slate of officers. Once submitted and made public, club members may be nominated to positions by petition requiring 5 original signatures of members in goog standing and all must been amember over Two years. 

The election of officers is conducted by mail if there are nominations submitted by petition and approved . The ballots are mailed to the membership and the board has these ballots returned to the Houston association of parliamentarian which send the results to the clubs board before made public to the membership.  

This is how the last couple elections were conducted. but the numbers do not add up.  Example the total vote for the president differ from total votes for VP and differ again for Secretary . 

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14 hours ago, Guest Todd janis said:

I do not exactly know why the club president felt that there was an issue with the motion..... 

 

16 hours ago, Guest Todd janis said:

The motion was for a membership directory to be available for the members. This is a national, social club. The bylaws state that each member is privelige to hold office(if elected),. Vote and are granted the rights of membership.  The board is given the responsibility to handle the day to day operation of the club.  

Perhaps the president had in mind your bolded statement, and is unsure if the subject motion is exclusively in the purview of the board.

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1 hour ago, Guest Todd janis said:

The election of officers is conducted by mail if there are nominations submitted by petition and approved . The ballots are mailed to the membership and the board has these ballots returned to the Houston association of parliamentarian which send the results to the clubs board before made public to the membership.  

This is how the last couple elections were conducted. but the numbers do not add up.  Example the total vote for the president differ from total votes for VP and differ again for Secretary . 

This is not at all unusual. Members will often vote in elections for less than all of the offices being voted on. 

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Guest Todd, you never really answered one of the first questions we asked you.  What, EXACTLY, do your bylaws say about the power of the Board?  Please quote that bylaw provision  exactly.  Don't speak from memory and don't  paraphrase.  Quote it exactly, word for word.

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3 hours ago, Guest Todd janis said:

When the motion was made and seconded, the president reluctantly called out the vote for (18) and against (2). As i think back, the president never stated motion carried but did acknowledge the vote totals followed by a muttering of talking to a gentleman near beaumont who was a member of the Houston Assoc of Parlimentarians.

Based on these facts, it seems to me the motion was not adopted. A member should have raised a Point of Order regarding the chair's failure to declare the motion adopted, followed by an Appeal if necessary, but this did not happen.

3 hours ago, Guest Todd janis said:

The election of officers is conducted by mail if there are nominations submitted by petition and approved . The ballots are mailed to the membership and the board has these ballots returned to the Houston association of parliamentarian which send the results to the clubs board before made public to the membership.  

This is how the last couple elections were conducted. but the numbers do not add up.  Example the total vote for the president differ from total votes for VP and differ again for Secretary . 

I concur with Mr. Honemann that it is not unusual for a slightly different number of votes to be cast for each office. Nonetheless, if the membership wishes to change the procedure by which votes are counted and reported, it should amend the society's rules on this subject.

2 hours ago, Tom Coronite said:

Perhaps the president had in mind your bolded statement, and is unsure if the subject motion is exclusively in the purview of the board.

Perhaps he did, but if so, the President should have ruled the motion out of order rather than muttering about talking to a parliamentarian.

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6 hours ago, Josh Martin said:

Perhaps he did, but if so, the President should have ruled the motion out of order rather than muttering about talking to a parliamentarian.

No argument there. I was speaking to the OP's not knowing why, rather than the performance of the chair. You are 100% correct, though (no surprise there.)

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Article IIMeetingsSection 1. Annual Meeting: The Annual Meeting of the Club shall be held in conjunction with the Club's specialty show at a place, date, and hour designated by the Board of Directors. Notice of the annual membership meeting shall be published in The Herder or its successor. Should The Herder or its successor publication be delayed, the secretary shall mail a written notice of the meeting to each member at least thirty (30) days prior to the date of the meeting. A quorum shall constitute ten percent (10%) of the individual, household and life members in good standing.Guests may attend the annual meeting but may not speak or vote

 

rticle IIIDirectors and OfficersSection 1. Board of Directors (Board). The Board shall be comprised of the President, Vice-President, Secretary and Treasurer and three others, all of whom shall be members in good standing for at least two (2) years immediately preceding their nomination and who are residents of the United States. Not more than one member of a household shall serve on the Board at one time. The Board shall be elected for two-year terms in accordance with Article IV. General management of the Club's affairs shall be entrusted to the Board.

 

Above is copieddirectly from our bylaws. Our bylaws has no article or section "powers or powers of the board"

Our club president today sent me a email  which stated

after returning home, I was able to research older communications regarding motions at annual meetings.  The clarification received in 2013 was from xxxxxxxcs of AKC, not xxxxxxxxx It becomes problematic when a motion is in conflict with any provision of our bylaws or with RONR.  Such motions are considered null and void

 

As i read my bylaws, there is no conflict with the motion made at the annual meeting

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19 hours ago, Guest todd janis said:

. . .  (previous portion of post omitted)

rticle IIIDirectors and OfficersSection 1. Board of Directors (Board). The Board shall be comprised of the President, Vice-President, Secretary and Treasurer and three others, all of whom shall be members in good standing for at least two (2) years immediately preceding their nomination and who are residents of the United States. Not more than one member of a household shall serve on the Board at one time. The Board shall be elected for two-year terms in accordance with Article IV. General management of the Club's affairs shall be entrusted to the Board.  (Emphasis added)

Above is copieddirectly from our bylaws. Our bylaws has no article or section "powers or powers of the board"

Guest Todd, it is ultimately up to each organization to interpret its own bylaws.  We cannot do that for you, although we can give you some general principles of interpretation, etc. 

As to the powers of your board as quoted in the provision which I highlighted in bold and by underlining,  a board has only those powers expressly granted to it in the bylaws.  You might read the provisions on pages 481-483 and also 576-578 of RONR for more on that issue.  Within those pages you will find the following language on page 482:  "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another."

There is also this language on page 483: "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35)."

The question here is whether your board has the EXCLUSIVE authority to manage the clubs affairs and the membership is powerless to act other than when electing officers.

It is ultimately up to your organization to interpret that bylaw provision.  My own opinion, which is solely my personal opinion, is that the quoted language does not give the board the exclusive power to manage the clubs, but rather the authority to do so along with the inherent authority of the membership to do so.  It may be the custom to leave the club's management up to the board, but I don't read the quoted provision as granting the board the exclusive authority to do so.  Others might well disagree.

You also stated this:

19 hours ago, Guest todd janis said:

 . . . . Our club president today sent me a email  which stated

after returning home, I was able to research older communications regarding motions at annual meetings.  The clarification received in 2013 was from xxxxxxxcs of AKC, not xxxxxxxxx It becomes problematic when a motion is in conflict with any provision of our bylaws or with RONR.  Such motions are considered null and void

As i read my bylaws, there is no conflict with the motion made at the annual meeting

I agree with your president in part and disagree in part.  Motions which conflict with substantive provisions (such as a prohibition on something) in the bylaws are indeed null and void.  However, motions which are adopted in conflict with procedural provisions in RONR are not necessarily void.  Only motions which conflict with fundamental principles of parliamentary procedure or violate the rights of absentees, such as a notice requirement, are void.  Motions adopted in violation of most other rules of order are still valid under the principle  that a timely point of order must be raised at the time of the breach or the breach is deemed waived.

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On 6/21/2017 at 4:30 PM, Guest todd janis said:

Art.  III - Directors and Officers

Section 1. - Board of Directors (Board).

The Board shall be comprised of the President, Vice-President, Secretary and Treasurer and three others, all of whom shall be members in good standing for at least two (2) years immediately preceding their nomination and who are residents of the United States.

Not more than one member of a household shall serve on the Board at one time.

The Board shall be elected for two-year terms in accordance with Article IV.

General management of the Club's affairs shall be entrusted to the Board.

This is typical of national organizations. -- 100% of the policy-making power lies in the hands of the board.

The general membership, typically, is relegated to two things: (a.) elect its board; (b.) amend its bylaws.

Because your bylaws (well, your limited citation of "that's all they say" of your bylaws) reserve no power to the general membership, then your chair's hesitancy is understandable.

You've cited your bylaws, and cited no empowerment to the general membership outside of the typically two powers.

The net effect is, the general membership is free to adopt anything, but it won't be a binding decision on behalf of the organization. Their adoptions can only be advisory in nature, or instructive in intent. The board will then have to take those "advisories" and "intents" and adopt a policy accordingly. -- Or not.

Bottom line:
No directory for you. Unless the board says so.

 

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Where does RONR say that powers must be explicitly reserved to the membership or they don't have them?

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43 minutes ago, Guest Who's Coming to Dinner said:

Where does RONR say that powers must be explicitly reserved to the membership or they don't have them?

I'm afraid that Mr. Goldsworthy has RONR"s approach to this issue backwards.

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Would you say that there could be ground to prefer charges against the board and or club president  for dereliction of duties or conduct prejudicial against the club for their actions (or lack there of)  for changing a motion  that was vote on and  approved  overwhelmingly by the membership of the club at the annual meeting?  

 

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2 hours ago, Guest Todd janis said:

Would you say that there could be ground to prefer charges against the board and or club president  for dereliction of duties or conduct prejudicial against the club for their actions (or lack there of)  for changing a motion  that was vote on and  approved  overwhelmingly by the membership of the club at the annual meeting?  

 

I suggest you look again at the first five paragraphs of the most recent response posted above by Richard Brown. I agree with him.

My guess is that your club's membership did not intend to completely divest itself of its supreme authority over its own affairs when it adopted its governing documents, but I don't know for sure, and have no way of knowing based solely upon what has been posted.

By the way, what, exactly, do your bylaws say about their amendment? That may shed some light on the subject.

 

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5 hours ago, Guest Todd janis said:

Would you say that there could be ground to prefer charges against the board and or club president  for dereliction of duties or conduct prejudicial against the club for their actions (or lack there of)  for changing a motion  that was vote on and  approved  overwhelmingly by the membership of the club at the annual meeting?  

As I understand the facts, the President never declared the motion adopted. He perhaps should have, but the fact remains that the motion was not adopted, so I don't see how the board is at fault here.

As to whether the President should be disciplined, this is a decision for the society to make. In making this decision, the society should not only take into account whether the President was correct, but also whether the President acted in good faith.

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5 hours ago, Josh Martin said:

[...] the President never declared the motion adopted. He perhaps should have, but the fact remains that the motion was not adopted, [...]

Quote

>> The motion was restated and a vote of the membership present was taken

>> with 18 yes votes and two no votes.

"... the motion was not adopted ..."?

Once the chair puts the question, and completes the counting (!!) the ayes and nays, and moves on to the next agenda item, the question about "whether the motion which was voted on at a tally of 18-2 is really truly adopted" is no longer in question.

The minutes will reflect the 18 to 2 count. So without a timely point of order, there is no way to argue that this motion wasn't adopted.

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