Out Of Order

[Guest GUEST]

Is our club out of order, or are our motions out of order?

A - Our Board made a decision.

B - The general membership did not vote to rescind that Board decision.

C - Instead, the general membership made a motion that was in direct conflict with the Board's decision. The motion did pass.

The motion included certain criteria that needed to be met by the member "personally" benefiting from the motion. The member has not held up their end of the agreement, therefore the criteria has not been met at this point.

D - The Board made a decision, without consent of a majority of the board members or the general membership, to keep peace at a meeting.

The motion "C" is in direct conflict with our club's bylaws/constitution. We have a rule that says no one person will personally gain by being a member of the club.

And, the motion "C" has our club in a position where we are condoning the ONE member breaking local city laws. I realize that general membership can overturn a board's decision. However, we have a founding club member who testifies that the original intent of the club was that the Board run the business for the club and General Membership were members who joined for the Fun. There is one member that is gaining personally from motion "C" and there are other unhappy members.

At this point, what do we do?

[Robert B Fish]

The way you have described the events makes it very difficult to render an accurate determination.

Here are several points:

• The membership can vote to overturn board actions. If they voted instead to adopt a motion that's counter to the board decision, that would rescind the board action provided it passed by a sufficient margin to overturn the board. (See official interpretations 2006-12 and -13.)
  
• It is not required that a majority of the members of the board agree with a decison for it to be valid, provided that the board met and voted at a valid meeting with a quorum present.
  
• You said the motion was in violation with your bylaws. That's for your membership to determine as the snippet from your bylaws seems rather vague. Guessing that a decision was made to do business with a member's business, I'm not sure that rises to the level of being against your bar of a member profiting because of being a member. You can make a point of order and the chairmam will rule. You can appeal if you disagree with the ruling.
  

-Bob

[Guest Guest]

Where do I find the official interpretations 2006-12 and -13?

I have the new 11th edition.

Thank You.

[Trina]

Look here.

[Guest GUEST]

We hold monthly meetings. The founding members intent for the Board of Directors was that they have full and complete authority over ALL areas of the club at ALL times. Our By-Laws date back to the 1950s. The personal gain issue involves one member's use of club assets for their personal convenience - not the member's personal business doing business with the club. At this point, many members who voted in favor of motion "C" are against it. New information has come to light and many of us want to overturn the motion. Also, the motion contained criteria that the member was to adhere to and that member has not completed their end of the agreement. Can steps be taken NOW to shut off the member's use of club assets until the whole situation is addressed at a future meeting? The motion was made in November. The December meeting addressed only "annual" issues and all "unfinished business" was moved to our January 2012 meeting. What do we do now?

[Josh Martin]

• If they voted instead to adopt a motion that's counter to the board decision, that would rescind the board action provided it passed by a sufficient margin to overturn the board.
  

I think this statement is a bit too much of a simplification of what is said in Official Interpretation 2006-17. Specifically, it's worth noting that a motion which conflicts with a prior action (unless properly made as a motion to Rescind or to Amend Something Previously Adopted) is out of order, although it is true that the breach created by this may be "healed" if it can be clearly established that the vote was sufficient to rescind or amend the original motion.

Is our club out of order, or are our motions out of order?

A - Our Board made a decision.

B - The general membership did not vote to rescind that Board decision.

C - Instead, the general membership made a motion that was in direct conflict with the Board's decision. The motion did pass.

The motion included certain criteria that needed to be met by the member "personally" benefiting from the motion. The member has not held up their end of the agreement, therefore the criteria has not been met at this point.

Based on these facts, motion C is out of order and might be null and void. See Official Interpretations 2006-12, 2006-13, and 2006-17.

D - The Board made a decision, without consent of a majority of the board members or the general membership, to keep peace at a meeting.

I'm not entirely clear on what you mean by this. It sounds like a few board members took action either outside of a board meeting and/or without a quorum. In such a case, this is not a decision of the board, and it would need to be ratified at a properly called board meeting with a quorum in order to become the decision of the board. If you mean something else, please clarify.

The motion "C" is in direct conflict with our club's bylaws/constitution. We have a rule that says no one person will personally gain by being a member of the club.

And, the motion "C" has our club in a position where we are condoning the ONE member breaking local city laws. I realize that general membership can overturn a board's decision. However, we have a founding club member who testifies that the original intent of the club was that the Board run the business for the club and General Membership were members who joined for the Fun. There is one member that is gaining personally from motion "C" and there are other unhappy members.

If the motion is indeed in conflict with the club's bylaws, it is out of order and null and void, and the issue of the conflict with the board's motion is fairly minor in comparison. It is up to the society to interpret whether the motion does indeed conflict with the bylaws. While it is true that (in the general case), the society may overturn an action of the board, this depends on what exactly the Bylaws say. Furthermore, the appropriate method to overturn an action of the board (when permitted) is to rescind or amend that motion, not to simply adopt a motion in conflict. See OI 2006-12, 2006-13, and 2006-17 for more information. Lastly, even if the society does have the power to overturn the board's motions, that doesn't mean the society can violate its bylaws.

At this point, what do we do?

There seem to be several possible reasons why this motion might constitute a continuing breach:

-The motion conflicts with the society's Bylaws.

-The Bylaws provide that the board has exclusive authority in this area.

-The motion conflicts with the motion demonstrated by the board, and it cannot be demonstrated that the motion was adopted by the vote needed to overturn that motion.

If one or more of the above is true, the motion is null and void and a Point of Order may be raised at any time during the continuance of the breach, and an Appeal may be raised from the decision of the chair.

If none of the above is true, the motion may still be rescinded or amended so long as its provisions have not yet been carried out, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

The founding members intent for the Board of Directors was that they have full and complete authority over ALL areas of the club at ALL times.

Well, this intent is important in interpreting the Bylaws if they are ambiguous on this subject, but it is not the final say. If the Bylaws are not ambiguous on this subject, then the intent plays no role.

At this point, many members who voted in favor of motion "C" are against it. New information has come to light and many of us want to overturn the motion.

If this is the case, then even if the motion is not null and void (and it seems quite possible that it is), the members may be able to rescind the motion. The best bet for this is to provide notice of the intent to rescind the motion, either by announcing this intent at the previous meeting or asking the Secretary to include the notice in the call of the meeting (it seems like the latter is the best option at this point).

Can steps be taken NOW to shut off the member's use of club assets until the whole situation is addressed at a future meeting?

Maybe. It depends on what exactly was in the motion, how much authority your board and officers have to act between meetings of the society, and the relation between the board and the general membership. In other words, the answer to whether such steps can be taken (and what those steps might be) has primarily to do with interpretation of your Bylaws, which is beyond the scope of RONR and this forum.

[Rev Ed]

D - The Board made a decision, without consent of a majority of the board members or the general membership, to keep peace at a meeting.

If the motion had more yes votes than no votes then the motion passed and is legit. If the final result was say 2-1 with 4 abstaining members then the motion still passed even though most members did not vote. This is assuming that the organization does not have a rule require a majority of those present instead of a majority of votes cast.

The motion "C" is in direct conflict with our club's bylaws/constitution. We have a rule that says no one person will personally gain by being a member of the club.

Then why did the Chairman allow the motion in the first place? The Chairman should have reuled the motion out of order, and if not any member could have jumped up and raised a point of order.

[Josh Martin]

Then why did the Chairman allow the motion in the first place? The Chairman should have reuled the motion out of order, and if not any member could have jumped up and raised a point of order.

Presumably, the chairman was either unaware of the conflict, was of the opinion that there was no conflict (the rule seems somewhat ambiguous), or wasn't paying attention. The members were likely unfamiliar with the procedure for a Point of Order, as is often the case on this forum.

[Sean Hunt]

Presumably, the chairman was either unaware of the conflict, was of the opinion that there was no conflict (the rule seems somewhat ambiguous), or wasn't paying attention. The members were likely unfamiliar with the procedure for a Point of Order, as is often the case on this forum.

Surely this forum is quire familiar with the procedure for a Point of Order, and it is the rest of the world (a few islands of hope notwithstanding) that is unfamiliar with it?

[Larry Cisar]

Check what the bylaws say about who has the final say (and the Charter if there is one). People tend to remember only what they want to remember.

[Guest Edgar]

Surely this forum is quire familiar with the procedure for a Point of Order . . .

I'm sure Mr. Martin was referring to the many guests who visit this forum (at least the ones undeterred by the anti-welcome mat that is the hideous CAPTCHA code).

[Gary Novosielski]

Surely this forum is quire familiar with the procedure for a Point of Order, and it is the rest of the world (a few islands of hope notwithstanding) that is unfamiliar with it?

Yes that's correct.

And don't call me Shirley.

[Josh Martin]

I'm sure Mr. Martin was referring to the many guests who visit this forum (at least the ones undeterred by the anti-welcome mat that is the hideous CAPTCHA code).

This is correct.