Small DogClub

I've got such a black thumb I can kill plastic plants & silk flowers. I've got to take my horticulture wherever I can get it.

If #3 is on the the schedule that #1 wants, and if #3 "doesn't care," -- then why can't #1 just swap shift assignments with #3, if they're both agreeable, and leave the actual schedule rotation alone? Then the schedules of #2 and #4 are left untouched, and #4 would have nothing to complain about. If #1 had been on the ball and been proactive, he probably could have had himself assigned to the #3 shift assignment before new-hire #3 was hired, and then new-hire #3 could have been hired specifically for the #1 shift assignment.

Well, you live & learn. At the time, I didn't have my trusty copy of RONR, nor did I know of this forum's existence. Now I know.

We amended our bylaws a couple of years ago for exactly that reason. Our bylaws required that dues notices be sent by U.S. first class mail -- which was so specific that there was simply no reasonable interpretation that notices could be sent in any other fashion, regardless of whether members had consented to receive notices electronically. We added words to also permit email or fax for the sending of dues notices provided the member had consented to receive notices electronically. There were no objections by anyone to that change. It was completely uncontroversial. We did have to follow the prescribed procedure for amending bylaws, of course, and it sailed right through easily.

Good points. Yes, to amend the bylaws requires a vote of the membership, so you're right, in a sense it doesn't matter what the board wants. Although right now, we have a fairly uninterested & uninvolved membership, so any proposed amendment in that regard would (de facto, if not de jure) have to be proposed by the board. Unless we suddenly sprang it on them that we were jacking up the dues to the maximum level permitted without membership approval. That would probably spur some interest & involvement by the membership. We on the board probably wouldn't like the outcome of such an action.

LOL! That would be another way to handle the matter! It ended up being unnecessary to have the board make any decision, because the matter was resolved shortly before the board meeting last night with an alternative solution that was acceptable to all parties and was also completely within the individual board member's authority to do. So everyone's happy, which is the best outcome. Nevertheless, this has been educational for me, and I appreciate everyone's insight. I'm a rank newbie to RONR, and I have so much to learn as I gavel my way through meetings this year. (Although having read RONRIB in full, and having started slogging through the Right Book itself, I think I'm now at the stage where I know just enough to be dangerous.)

Nah, we don't want to spring a dues increase on the membership. I don't think anyone on the board would have any objection to amending our bylaws to require a 2/3 vote and/or to require notice to members. I'm just trying to get my mind around how all this works. Figure out what's allowed and what's not, what's ambiguous, how to remove and avoid ambiguity, and how to handle things properly as I chair meetings this year. We've often been pretty loosey-goosey in the past, and I hope to bring a little more order and proper procedure into play. But to do that, I need to understand RONR better than I currently do. Thank you all for your help. It's been educational and enlightening.

Thank you folks for your input. I'll give this info to the board member in question. Richard Brown, this board member needs to respond to another party (a non-member with whom we do business) on a decision that is not the individual board member's to make. He needs to get back to the other party with "I took this matter to the board, and the board decided....."

I have a question about how a motion should be made (if at all) when the member making the motion thinks that the act in question should not be done. I understand the concept that motions shouldn't be made in the negative -- that one should not make a motion that, if carried, would result in doing nothing, maintaining the status quo. E.g., "I move that we not sign the contract with Mr. X." Because there will be no vote to actually do a thing. If the motion carries, nothing is done, and if the motion fails, nothing is done. I got that. But what happens if the board member whose responsibility it is to bring the decision before the board (this will be a motion at a board meeting for an issue that the board has decision-making authority for) believes that we shouldn't do the thing in question, but our policy says that it's a board decision, so he has to bring it before the board? The board member can't make a motion to not do the thing. Neither can he move it as a positive motion (that we do the thing in question) but then speak against it. (I understand he would be allowed to vote against it, but may not speak against it.) I can think of some possible approaches: 1. He speaks with some other board member ahead of time and gets that person to make the motion, so that he can speak against it. 2. He speaks with all the other board members ahead of time to get their buy-in, makes the motion to do the thing, and the motion dies for lack of a second, or is voted down. 3. Under the relaxed rules for small boards (which ours is), he brings the question up for discussion, says that he is against doing the thing in question (and why), then waits to see if anyone cares to make a motion to do it. 4. He presents it as a "report" with the report concluding with a recommendation that we not do the thing, and the board can then adopt (or approve?) the report and its recommendation. 5. Something else that I haven't thought of?

I've decided that I'm not surprised that little old me couldn't figure this out, when the best minds on the world's premier parliamentary forum can reasonably disagree. May I ask another question for a little bit more input on this situation, please? We will probably be doing some amendments to our bylaws this year. Can anyone offer suggestions for wording on this particular bylaw that would remove any potential ambiguity? To refresh your memories from my OP on page 1, the exact current wording is "Annual membership dues shall be as determined from time-to-time by the Board of Directors." Would it clarify to add the words "by majority vote of" (or "by 2/3 vote of") before "the Board of Directors"? Would it then simply always be by majority vote (or always require a 2/3 vote)? Would it be advisable to add a line that clarifies what happens if the BOD sets dues for a specific calendar year or other specific period of time and then fails to set dues at the expiration of that time? I.e., something to the effect that if the BOD sets dues for a two-year period and then fails to set dues at the end of that period, the previously approved dues shall remain in effect until the BOD again sets the dues?

Got it, and thank you!

So we could essentially turn the setting of dues for next year into a main motion simply by the wording we use in our motion this year? Interesting. But ah geez..... It never occurred to me that it might be an incidental main motion. While I think I understand the reasoning here, I'm not positive. Would that be because next year's motion would be dealing with a matter that the board has previously entered into? Would a decision every few years to paint the clubhouse similarly be an incidental main motion? And just so I'm totally clear: An incidental main motion carries the same voting threshold as a main motion, right? A majority vote? Would there be any difference in how such an incidental main motion must be handled? Or is it dealt with (by the chair and by the assembly) the same as an original main motion?

Okay, I'm convinced all over again. Motion to Amend Something Previously Adopted is the safe course of action Thanks to everyone for your insight and wisdom, and extra thanks to Josh Martin for answering my side question about which body would decide on the interpretation if that should be needed.

That was my thinking initially. Like painting the clubhouse every few years..... Each time the assembly decides to paint it, they can select the color. But the more I think about it, the less clear it is to me.

No one knows. The dues have been at their current level for quite a few years. There was a major trainwreck some years back (before I joined up), and no minutes exist prior to about 2010.

Well, wait, now you've got me thinking, and that's never a good thing. Analogous to a motion to paint the clubhouse red.... Seconded and adopted, and the clubhouse has been painted red. Can a main motion be entertained a year later to paint the clubhouse blue? Or is the decision to paint the clubhouse red still in effect? I would say no. That motion was completed; it's over and done with. Perhaps the decision to set the dues at $xx was completed when the dues were set to $xx, and now it would be in order to entertain a main motion to set the dues to $yy. Hmmmm......

Interesting questions. I would agree with Mr. Merritt on the employee question. The motion was completed when he was hired. You can't "unhire" someone once he's been hired. You can only terminate him. Or give him a raise, or a promotion, or a demotion. I couldn't begin to guess what kind of motions those would need. In the issue at hand for me, our club dues, once decided upon by the board, do remain in effect until they're changed by the board. So I have no trouble accepting that changing the dues requires a motion to amend something previously adopted. The wording in our bylaws "shall be as determined from time-to-time" made me think that it might be a plain old garden-variety main motion. I shall treat it as a motion to amend something previously adopted, and if anyone raises a point of order followed by an appeal, the BOD will decide. Wait, another question! If a POO is raised and appealed, would the BOD decide the meaning of that part of our bylaws, or would the membership have to decide? The point of order, if one is raised, would obviously be raised at a board meeting, not a membership meeting.

Ah, good point. The bylaws would probably have to say something about keeping the prior year's dues in effect until the new year's dues were set, and in that case, it would still have to be "amend something previously adopted," wouldn't it? Alrighty, it looks like I've got my answer, and thank you both. I think in the past we've not generally done it that way for things like that -- just assuming that the BOD can take a majority vote to do things that the bylaws authorize it to do. OTOH, we usually have everyone on the board in agreement and voting in favor, so I think we've always had the required 2/3 vote, even though we didn't know we needed 2/3. Obviously, there's not been a great deal of emphasis on following RONR. I'm hoping to move us gradually in the direction of more rule following and less winging it.

Thank you. So, if I understand correctly, the very first time the BOD ever voted to set the dues, it required a simple majority, but every time thereafter, it requires the increased voting thresholds of a motion to amend something previously adopted. What if the bylaws directed the BOD to set the dues annually for each calendar year? Would each year's dues be considered a "blank slate," so to speak, with a simple main motion to set the dues for that year? Or would it always be a motion to amend something previously adopted?

I'm the incoming president of a small dog club. And to preempt the inevitable Request for Information, by that I mean, a small club related to dogs. Had I meant a club for owners of small dogs, I would have written small-dog club. I have an unlimited supply of hyphens, and I know how to use them. Our bylaws give the BOD the authority to set dues for membership: "Annual membership dues shall be as determined from time-to-time by the Board of Directors." There's a maximum above which the BOD can't go without approval of the membership, but that's neither here nor there, because there's no desire by anyone to push dues above that amount. Our bylaws cite the current edition of RONR as our parliamentary authority. I've recently purchased both RONR 11th ed. and RONR-IB (having read RONR-IB in full while standing at my open front door immediately upon delivery by Amazon), but I still feel like a newborn gnat in a roomful of wise old mosquitoes. Given the wording of the BOD's authority to set dues "from time-to-time," if the BOD wants to change the amount of our dues, would that be a plain old garden-variety main motion to set the dues at $xx — requiring just a plain old garden-variety majority vote — or would it be a Motion to Amend Something Previously Adopted, requiring either a two-thirds vote without previous notice, a majority vote with previous notice, or a majority of the entire board? Thank you for your patient and wise consideration of this most critical question.