Amend something previously adopted or reconsideration?

[Guest JRH]

Hi there,

We have some members that would like to extend an employment contract for an employees that was supposed to end this year. Some members would like to extend that for a year even though they voted unanimously previously not to extend. Now a few committee members would like to change their minds and extend the contract. Our bylaws allow for reconsideration within a twelve month period (does not have to be at the same meeting) with previous notice and it requires a majority vote. The members wishing to raise the item do not have 2/3 but do have a majority vote.

These members are now looking to use 'amend something previously adopted' to address this item as they do not want to wait until the year is up and will serve notice so they only have to have a majority vote.

Thoughts?

[Guest Edgar]

Thoughts?

There is nothing to amend. Defeating a motion to extend is not the same as adopting a motion to never extend. And you can't amend a defeated motion.

In September you can defeat a motion to paint the clubhouse red and in October you can adopt a motion to paint the clubhouse red.

[Guest Guest]

There is nothing to amend. Defeating a motion to extend is not the same as adopting a motion to never extend. And you can't amend a defeated motion.

In September you can defeat a motion to paint the clubhouse red and in October you can adopt a motion to paint the clubhouse red.

Ok, sorry this isn't clear to me - the motion to end at x date was unanimous, but are you then saying that they cannot make a motion to amend that date from July 2012 to July 2013.

They can reconsider though under the terms of our bylaws (not in a 12 month period, 2/3 with no notice and someone on the prevailing side has to raise it although it was a unanimous vote)- correct?

[Guest Edgar]

they voted unanimously previously not to extend

the motion to end at x date was unanimous

The exact language of the motion (and the result) is important.

Was it a motion to extend that was defeated, as the first post seems to imply (since the contract would have simply expired had nothing been done)?

Or was a motion to end the contract adopted? (And why make a motion to end a contract that would expire without a motion?)

[Chris Harrison]

The problem is that you have a customized rule regarding Reconsidering a motion that varies greatly from RONR which throws things into flux (RONR imposes a very short time period to use it versus a whole year for you all). Since you have that rule it could be reasonably argued that a defeated motion cannot be renewed and Rescind/Amend Something Previously Adopted can't be used for a year since the rule for Reconsideration is still in play. I would recommend you all get rid of that rule and let RONR's rules for Reconsider, Rescind/Amend, and Renew be in their full force. However, I don't see what the problem is. You said "Our bylaws allow for reconsideration within a twelve month period (does not have to be at the same meeting) with previous notice and it requires a majority vote. The members wishing to raise the item do not have 2/3 but do have a majority vote." So if they need a majority vote and have that majority vote why aren't they using Reconsider?

[Guest Guest]

The problem is that you have a customized rule regarding Reconsidering a motion that varies greatly from RONR which throws things into flux (RONR imposes a very short time period to use it versus a whole year for you all). Since you have that rule it could be reasonably argued that a defeated motion cannot be renewed and Rescind/Amend Something Previously Adopted can't be used for a year since the rule for Reconsideration is still in play. I would recommend you all get rid of that rule and let RONR's rules for Reconsider, Rescind/Amend, and Renew be in their full force. However, I don't see what the problem is. You said "Our bylaws allow for reconsideration within a twelve month period (does not have to be at the same meeting) with previous notice and it requires a majority vote. The members wishing to raise the item do not have 2/3 but do have a majority vote." So if they need a majority vote and have that majority vote why aren't they using Reconsider?

It's more of a time thing....they do not want to wait for the year to be up (end of November) so they thought they would try to amend. I agree we should use the RONR rules, but the reconsideration rule was re-designed to adapt to our organization and the way our Board governs.

My real question I guess can they use - 'to amend.....' with written notice to address something of this scope?

[Guest Guest]

The exact language of the motion (and the result) is important.

Was it a motion to extend that was defeated, as the first post seems to imply (since the contract would have simply expired had nothing been done)?

Or was a motion to end the contract adopted? (And why make a motion to end a contract that would expire without a motion?)

The actual motion to extend has not been made yet. The original motion stating x as an end date was unanimous. Now members are trying to change that and rather than follow our bylaws and wait a year before reconsideration can happen they would like to use 'amend....' as an interim measure - so what they would like to do is to make a motion to amend the original date and replace it with a new date......

[Guest Edgar]

Our bylaws allow for reconsideration within a twelve month period

rather than follow our bylaws and wait a year before reconsideration can happen

Which is it, within a year or not until a year has passed?

And what was the exact wording of the motion that was adopted?

[Guest Guest]

Which is it, within a year or not until a year has passed?

"it shall not be reconsidered during the ensuing twelve-month period unless" (then talks about 72 hr notice AND 2/3 have to approve re-discussion or the matter may not be re-opened, made by someone on prevailing side, has to be quorum present at meeting)

That's why they have to wait for the year to be up as they do not have 2/3

And what was the exact wording of the motion that was adopted?

That name of organization agree to extend the terms and conditions of the current contract for the period of date to end date, at which time the contract will expire.

They want to change the end date for one more year.........

[Guest Steve Britton]

Hi Guest:

Without actually reviewing the specific "customized" language in your bylaws regarding the motion to "Reconsider," it is very difficult for the people who post regularly in this forum to answer your question, directly and perhaps accurately. My suggestion is that you contact either the National Association of Parliamentarians, or the American Institute of Parliamentarians regarding a referral to a credentialed Parliamenterian.

[Guest Edgar]

That name of organization agree to extend the terms and conditions of the current contract for the period of date to end date, at which time the contract will expire.

They want to change the end date for one more year.........

No problem. Adopt a new motion to extend the contract from it's current expiration date to a year later.

And figure out what your reconsideration rule actually says. Or, better yet, get rid of it and use RONR's.

[Guest Guest]

Sounds simple to adopt a new motion, but I believe many of the members are going to think this is a reconsideration and

On reconsideration our bylaw states:

XXX Once a motion has been decided upon at a regular or special meeting, and confirmed by a resolution recorded in its minutes, it shall not be reconsidered during the ensuing twelve-month period unless:

a) at least 72 hours written notice has been given to all members ; and

the motion to reconsider is made by a member who voted with the prevailing side (whether it was for or against); and

c) the affirmative vote of two-thirds of all members present at the meeting is received to reopen the matter.**

35] ** No formal action may be taken unless a quorum is present (half of total membership plus one).

[Guest Edgar]

Sounds simple to adopt a new motion, but I believe many of the members are going to think this is a reconsideration

Then your job is to convince many more of the members that it's not.

And I still don't know if your reconsideration rule says "within" a year or "not until" a year. Just curious since you've said it both ways.

[Guest Edgar]

And I still don't know if your reconsideration rule says "within" a year or "not until" a year. Just curious since you've said it both ways.

Forget that. I read the rule again. Thanks.

[Tim Wynn]

This topic is heavily concerned with the specific bylaws of an organization in which many members feel those bylaws govern the matter being discussed in this thread. Therefore, I fear the posters on this forum can be of little help, since we have not read your bylaws and since doing so is beyond the scope of this forum.

[Gary c Tesser]

I'm with Steve Britton here, and not only because I haven't pandered unctuously today yet. On frequent occasions, reading this forum, I have come across statements to the effect that a well-considered answer to a question will entail reading all the governing documents, **and** knowing the organization's history and much of its culture. This question brings this principle out, because I'll hazard that this rule in the bylaws -- quoted in Post #12, mirabile dictu -- mangling the meaning of the particular motion to reconsider, actually intends it to be **THE** motion used for the organization to change its mind (RONR - IB, Chapter 7), exclusively, so that using R/ASPA would amount to underhanded cheating. Also, for that matter, renewing, and maybe also de-Tabling and De-Committing.

Having said that, I now go over to Tim Wynn's side, and move the previous question.

[Tim Wynn]

Having said that, I now go over to Tim Wynn's side, and move the previous question.

Second!

[Guest Steve Britton]

Mr. Tesser, you are amazing!

[Tim Wynn]

Mr. Tesser, you are amazing!

Second!