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Alexis Hunt

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  1. I'm not sure I agree, but I am sure that discussion of this matter is entirely off-topic. This discussion is specific to subsidiary motions and so would not apply to a hypothetical incidental main motion to postpone something indefinitely.
  2. A motion to postpone indefinitely is not, however, in order when no business is pending. And there is no main motion being reconsidered when reconsidering an affirmative vote on a motion to postpone indefinitely. I'm not disagreeing with you as to what the correct procedure is, but you haven't actually cited a sentence yet that says that. I believe it's an omission from the text.
  3. All that this tells us is that, in order to reconsider a subsidiary motion when the main motion was postponed indefinitely, we must also reconsider the indefinite postponement, which I wholeheartedly agree with. It doesn't, however, tell us when we can take the resulting motion up. I had, naturally, missed it, but I think it offers only some assistance, given that it only describes the consequences of adopting the motion to Reconsider. But in order to do that, we must first take it up!
  4. Alexis Hunt

    Quorum

    Unless the bylaws state otherwise.
  5. Ahhhh, ok. Thank you for the clarification. I think this doesn't affect the rest of my post above, though, and I agree with you in the rest. I think that pp. 327-328=9 should be edited to make clear that the rules apply to other motions which temporarily, but not finally, dispose of a motion. Actually, now that I look, I'm not clear that the rules are clearly specified even for indefinite postponement. On close reading, pp. 327-329 seems only to apply to motions that did not dispose of the main motion. p. 322, ll. 15-19 states that a motion may be taken up when it could have been made originally. We seem to be in agreement that a motion to reconsider an affirmative vote on a definite or indefinite postponement is taken up immediately if no business is pending. But subsidiary motions cannot be made when no business is pending. Is there language somewhere else that I'm missing specifying when a motion to reconsider an affirmative vote on a motion to postpone a motion indefinitely can be taken up? I note that, similarly, p. 329, ll. 1-8 is clear that a motion to reconsider a series which includes a vote on a main motion can be taken up when a motion to reconsider the main motion alone could be, however, no mention is made of a series including an affirmative vote on a motion to postpone indefinitely.
  6. Watching legislative assemblies can be a good way to learn: The general flow of parliamentary procedure, such as the chair recognizing members, motions being made and seconded, then stated, and put to a vote. Absolutely nothing else.
  7. This rule is taken from p. 319, ll. 9-13, which says that the "reconsideration" must take place while the main motion is pending. Just in case this is a potential point of disagreement: I take "reconsideration" to mean "the assembly's consideration of the motion to Reconsider" here. I believe I agree with you that this is the proper procedure, and that the first two paragraphs are supported by the text. For the third paragraph, I think that that is by far the most sensible interpretation (and I think your wording is far better than anything I could have come up with to describe it, given that I've tried several times and failed!), but I feel that it isn't directly supported by the text---there is nothing that directs us to this as-if rule except for careful interpretation and a good dose of common sense.
  8. I agree with the first pagaraph. To address your second paragraph, the reason for writing item 1 the way that I did is to specify clearly that the suspensive effect does not change the pending business before the assembly. Again referring to definite postponement, when a motion is postponed definitely it a) ceases to be pending and b) becomes a general order for the specified time. Moving to reconsider the postponement suspends b), but if it were to suspend a), then the motion to postpone would become pending again. Or, at least, that is the argument I intend to foreclose.
  9. Ah yes, you're correct. The intent, which I didn't commit to words properly, is that it is not the making of the motion which affects pending business but, rather, the taking up. It just so happens that the motion is taken up immediately. So I agree that that is a mistake in what I wrote.
  10. That's a good question, and it tripped me up too originally. But on p. 325, ll. 31-33 clearly specify motions to reconsider moved while the main motion is pending, which does not directly have anything to do with what is pending when the motion is taken up. The effect of the motion to Postpone Definitely is to dispose of the main motion temporarily, which makes it no longer pending. And certainly once the main motion becomes pending again at the specified time, it would be out of order to reconsider the postponement since the motion would have no effect. So a motion to reconsider a motion to Postpone Definitely must necessarily be moved while the main motion to which it applies is not pending.
  11. I agree, however, it may impact the subsequent change. An amendment, properly formed, has to have reference to what it is changing. If that reference is incorrect, then the motion may be, strictly speaking, meaningless, or else it may have an unintended effect. The exact wording of the motion in question may matter. For instance, if a motion is "to insert the word 'sunny' before the word 'day'", but the word "day" does not appear anywhere, this is a motion that does nothing. But if the motion is "to strike out section 7.2", and the copy of the bylaws that people were using were incorrectly numbered, then the result is that the section that was actually 7.2 is stricken and the other one remains. If the motion says to replace section 1.4 with new text that the author thought was making only a small change, but the author was wrong about what section 1.4 actually contained, it's nonetheless a motion to replace all of section 1.4. This may "bake in" the error that was made previously. It is common these days to present amendments in the form of stricken-out and underlined text for deletions and replacements. Sometimes this doesn't provide perfect clarity as to the actual effect of the amendment, and best judgment needs to be used to understand them in situations like these. Ideally, you will have the opportunity to let the mover of the upcoming amendment know of the error, and then they can correct the motion. If you don't have a chance to do so prior to them making the motion at the meeting, you can offer a modification (see p. 40 of RONR) or an amendment to fix it. You could also raise a point of order if the result would be a motion with no effect (such as the "sunny" example above), but if the motion would have an effect, just not the intended one, then the only recourse to prevent it from making that effect is to amend it or to defeat it. In most cases, this should not cause an issue with respect to the notice provided (since, presumably, the notice of the motion indicates the change that is intended and this is unrelated or at least a lesser change), but if you are concerned about that or receive pushback that it must be in exactly the wording for which notice was given, you may wish to read the section on scope of notice on pp. 307-308 (and elsewhere in the book, see the index).
  12. Given that this is an excellent characterization, I think it's worth addressing these explicitly. So here are my answers. 1. No. Once the meeting is called too order, the breach has occurred. If there is a continuing breach, then it cannot be suspended. If there is none, by the time the meeting would be considering the matter it would be too late, as motions to suspend the rules are not retroactive, only prospective. I don't believe you can therefore properly suspend the rules to ignore a requirement about calling the meeting to order, whether before or after. 2. I believe that it depends on whether the assembly believes that the rule confers an absentee right on the chair. I'm conflicted on this point, as I feel, on the one hand, that deference should be given to the potential of a chair relying on this rule. On the other hand, it was almost certainly not the intent to give the chair the right to delay the meeting. Indeed, the intent may have been to only establish 15 minutes as the outside bound. If the rule had been adopted in an organization that often had meetings greatly delayed or canceled by the chair's absence, I likely would lean to the interpretation that it confers no rights, and therefore there is no continuing breach. 3. As per my previous post, it only affects the business conducted up until 15 minutes have passed. Beyond that time, the business is unquestionably valid. It may be that all business during that time is invalid, or only business decided by a single vote.
  13. @EdmChurch, as you mentioned, the articles of the corporation require that a minimum and maximum number of directors, or a fixed number, be set out. The articles are separate from the bylaws, and if your church does not have a copy on hand, they definitely need to get one from the corporate registry---there is probably a legal requirement that the church keep a copy, in addition to needing them to properly understand situations such as this one. They are governing documents that supersede the bylaws. The provision saying "as long as the remaining elected directors constitute a quorum" is written in light of the default quorum provided in the Act, which specifies that it is based on the minimum number of directors. In that case, the quorum requirement has nothing to do with the number of directors actually in office. However, if your bylaws specify a different number, then that may take precedence over the default in the Act, if it is within the scope of the power of a bylaw to do (often, corporate statutes and/or regulations restrict the power of bylaws to set quorum, and your articles would take precedence as well). If your bylaws do say that the quorum is 2/3 of directors, then that is probably interpreted as 2/3 of the directors in office, not 2/3 of the total number of seats on the board. Additionally, you mentioned requiring 3/4 approval to appoint new board members. But again, this requires careful reading of your bylaws, in particular to determine whether that requirement is 3/4 of all directors, 3/4 of the total number of director positions, 3/4 of the directors present at the meeting, or 3/4 of the directors voting (in which case a director present but abstaining would not be counted). Of course, 4 to 2 is not 3/4 by any metric, but it still feels worth pointing out.
  14. I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind.
  15. And, it is worth noting, nothing prevents you from simply leaving the meeting.
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