How To Undo A Motion?

[Guest GuestSeeking Help]

I am the President of a membership organization. Our Board has 11 members including me. At our last BOD meeting, at which only 8 of us attended (it was a quorum), a motion was presented and passed 4-3. I did not vote; however, in retrospect, I wish I had, because I would have voted against it and the motion would have failed. I am now trying to rectify the situation. I did some research; I CAN declare the motion improper, since I believe it contradicts our by laws and several of our standing rules (we call them policy letters.) I was wondering if I could go 'back' in time and cast my vote now, and cause it to fail that way? Another option would be to ask another member to RESCIND the previous motion. The members who were not there would certainly have voted against it, and they will be at the next meeting.

Any help or guidance would be greatly appreciated!

[Rob Elsman]

I am the President of a membership organization. Our Board has 11 members including me. At our last BOD meeting, at which only 8 of us attended (it was a quorum), a motion was presented and passed 4-3. I did not vote; however, in retrospect, I wish I had, because I would have voted against it and the motion would have failed. I am now trying to rectify the situation. I did some research; I CAN declare the motion improper, since I believe it contradicts our by laws and several of our standing rules (we call them policy letters.) I was wondering if I could go 'back' in time and cast my vote now, and cause it to fail that way? Another option would be to ask another member to RESCIND the previous motion. The members who were not there would certainly have voted against it, and they will be at the next meeting.

Any help or guidance would be greatly appreciated!

If you are, as you say, able to form an opinion that the previously-adopted motion is in conflict with the organization's bylaws, then you can simply make a ruling at the beginning of the next meeting, when no question is pending, that the motion is null and void on account that it conflicts with the bylaws. The ruling is subject to appeal by any two members. See RONR (10th ed.), p. 244, ll. 4-26.

[Guest GuestSeeking Help]

So if any two members object to my ruling, then it is not valid?

[Rob Elsman]

So if any two members object to my ruling, then it is not valid?

If two members raise an appeal of the ruling of the chair, the question whether the ruling of the chair shall stand as the judgment of the assembly will be decided by majority vote of the assembly.

[Kim Goldsworthy]

... a motion was presented and passed 4-3.

I did not vote;

however, in retrospect, I wish I had, because I would have voted against it and the motion would have failed.

I am now trying to rectify the situation.

... I can declare the motion improper, since I believe it contradicts our by laws and several of our standing rules (we call them policy letters.)

I was wondering if I could go 'back' in time and cast my vote now, and cause it to fail that way?

No.

You cannot vote days later.

Another option would be to ask another member to rescind the previous motion.

The members who were not there would certainly have voted against it, and they will be at the next meeting.

Yes, the motion To Rescind is the best tool.

Replying to How To Undo A Motion?

See RESCIND in Robert's Rules of Order.

[Guest GuestSeeking Help]

Thanks! My book is at home so I will be doing some research tonight!

[Rev Ed]

I would go with the motion to rescind. To simply rule the motion out of order at another meeting is more questionable in my opinion - if you had concerns at the meeting then you should have raised them at that point and not now.

[Guest GuestSeeking Help]

I would go with the motion to rescind. To simply rule the motion out of order at another meeting is more questionable in my opinion - if you had concerns at the meeting then you should have raised them at that point and not now.

[Guest GuestSeeking Help]

I informed the member that I would be doing research about it. I was not sure it was improper at that time but since then, doing research in our by laws and policy letters, I can back it up. Hey, I'm only human.

[Josh Martin]

I would go with the motion to rescind. To simply rule the motion out of order at another meeting is more questionable in my opinion - if you had concerns at the meeting then you should have raised them at that point and not now.

I disagree. If the motion is out of order on account of the fact that it conflicts with the Bylaws, this is a continuing breach and it may be ruled out of order at a later meting. The President should not ignore the conflict simply because he didn't notice it earlier.

[Guest Jim]

I have a similar situation. A board on which I hold a directorship recently adopted a Conflict of Interest policy. This policy provides that within the organization, all filings of declarations of conflicts of interest are to be reviewed solely by the Chair of the Board, save that the Chair's filing which is to be reviewed by in-house legal counsel.

In the deliberation, I had argued that directors' fiduciary duties warranted the organization to maintain a conflict of interest register accessible to ALL directors at meetings of the Board (as urged by Bob Garratt, author of Thin on Top). That argument did not gain majority support.

As it turns out, there exists on our books a Directors' Code of Conduct policy (in effect since around 2005) providing that the directors must declare their conflicts to the other directors. I had forgotten that, but dug it up post-adjournment. In the call for business for the upcoming meeting, I gave notice of motion to put the new policy back on the agenda, with the aim of having the Board acknowledge the inconsistency with existing policy and thereby invalidating the policy (basically, an acknowledgement that it was never "in order").

I don't like the motion to rescind, partly for its seeming grant of interim legitimacy and for the risks of human nature. People can adopt contrary postures and refuse to reverse something which, had the proposal been more fully worked through in the first place, could have been better seen for its flaws and not carried.

The complicating factor is that the Chair has, in advance of the meeting, instructed me that any ruling on validity is his to make. I had understood that the role of the Chair was to assure adherence to the rules of order – the conduct and process of decision-making – and not rulings over content. So…

1. Does RONR actually extend the chair's role beyond procedural rulings, to whether the content of resolutions is consistent with statute / bylaws / existing policy, and is this still called a question of "order"?
   
2. If RONR does accord the Chair such scope, should the Chair raise it as an item of New Business, for the purpose of declaring it "out of order"?
   
3. How can someone other than the Chair bring the matter to the floor? Can a director "move" that the Chair acknowledge ("rule") the policy as out-of-order-after-the-fact else bring a resolution (a position) "THAT the Conflict of Interest Policy, being incompatible with the Code of Conduct, may not stand". Maybe this is a vote to rescind and I am just not liking it!
   

[tctheatc]

1. Does RONR actually extend the chair's role beyond procedural rulings, to whether the content of resolutions is consistent with statute / bylaws / existing policy, and is this still called a question of "order"?
   
2. If RONR does accord the Chair such scope, should the Chair raise it as an item of New Business, for the purpose of declaring it "out of order"?
   
3. How can someone other than the Chair bring the matter to the floor? Can a director "move" that the Chair acknowledge ("rule") the policy as out-of-order-after-the-fact else bring a resolution (a position) "THAT the Conflict of Interest Policy, being incompatible with the Code of Conduct, may not stand". Maybe this is a vote to rescind and I am just not liking it!
   

Yes, the chair has the authority (and duty!) to rule a resolution/motion out of order if it conflicts with applicable laws/bylaws. etc. It would be ruled out of order when it's proposed, if it's known to be out of order then. Someone can raise a point of order if it's discovered that something is against the rules.

[Gary Novosielski]

I have a similar situation. ,,,

Please raise new questions in new topics.

[Guest Jim]

Apologies for any deviation from posting etiquette… I had maybe incorrectly regarded myself to be asking

• the same question (how to undo a motion)
  
• under the same circumstance (the warrant that there had been a failure to recognize that the action was incompatible with existing statute / bylaws / policies, and was / is in the nature of a continuing breach)
  

with the main distinction being the point of view (options available) to an individual who neither was, nor will be, the presiding officer.

With this in mind, was my post in order, or is it the general view among forum members that

- my post should have been put anew, but that

- at this point, however, I should forego to do so?

<smile>

Thank you. -- Jim

[Gary Novosielski]

Apologies for any deviation from posting etiquette… I had maybe incorrectly regarded myself to be asking

• the same question (how to undo a motion)
• under the same circumstance (the warrant that there had been a failure to recognize that the action was incompatible with existing statute / bylaws / policies, and was / is in the nature of a continuing breach)

with the main distinction being the point of view (options available) to an individual who neither was, nor will be, the presiding officer.

With this in mind, was my post in order, or is it the general view among forum members that

- my post should have been put anew, but that

- at this point, however, I should forego to do so?

<smile>

Thank you. -- Jim

You should probably ask that question in yet a third topic, possibly in the section 'Questions or comments about the message board"

[David A Foulkes]

(snip)

The point I'd make is that so many questions posted on this forum take several turns in development as more information comes out from the poster in response to replies. With two questions running in the same thread, no matter how similar they appear, the answers start to get muddled up between the two. It's more fair to the original poster, and also to yourself that you get focused answers about your question only.

[hmtcastle]

With this in mind, was my post in order, or is it the general view among forum members that

- my post should have been put anew, but that

- at this point, however, I should forego to do so?

Your actions were entirely understandable. The problem is that the "topics" are not really topics (under which many related questions could properly be asked). They are, instead, (or should be treated as) individual questions.

[Gary Novosielski]

Your actions were entirely understandable. The problem is that the "topics" are not really topics (under which many related questions could properly be asked). They are, instead, (or should be treated as) individual questions.

"Jim" seems more interested in arguing the point of where he should post, than in receiving an answer to his question.