Bringing motions to an AGM

[Guest Zena]

Please can someone confirm the procedure of bringing a motion to change the rules of our Body Corporate at an AGM. The porposal has already been ciruclated. Is there any need to get signatures to get this onto the floor as we did when we called for an SGM?

We want to have another go at changing the pet rule which was defeated at the last SGM. (I assume ithat required a 75% for vote at that time as we only got 63% of the vote?)

Also, what are the required number of votes needed to change the rules? Is it 51% or 75% of the votes at the meeting?

If a rule change has not been circulated, can it be brought up from the floor at the AGM without the motion being circualted? If so what is the majority required to get the motion on the floor, and then waht is the majoprity required to pass the motion?

[Gary c Tesser]

Sorry for the delay, Zena: I nodded off (5 AM in my time zone). I'll start on this now.

[Guest Zena]

Goodness!! Thank you. I am in South Africa and in the middle of the day. Hope it wasn't because the topic was too boring!

[jstackpo]

What kind of "rule" are you asking about?

Bylaws? If so, look in those bylaws for the procedure that has to be followed to amend them.

Articles of Incorporation? Check with a lawyer.

Special Rules of Order, or Standing Rules? See RONR, pp. 15 ff.

Or just start on page 10.

[Gary c Tesser]

...

Let me first say, please, Zena, if you haven't read RONR-In Brief, please get one and read it. (I mean, really, now. Feed the cats if you must, but pick one up and take the hour to read it the first time. Write back tonight please with results. You need this, I think, really.)

Please can someone confirm the procedure of bringing a motion to change the rules of our Body Corporate at an AGM.

That depends on what kind of rules you're talking about. For example, if these rules are in your Bylaws, then, to change these rules, you have to follow the bylaws' own procedure for amending them. But if these rules are only what Robert's Rules calls Standing Rules (page 87 in your RONR - IB), you can change these rules by the motion to Amend Something Previously Adopted "ASPA", (p. 57).

(I should add here that I'm not familiar with the term "Body Corporate." If this means your organization is incorporated, you might need to see a lawyer -- this Robert's Rules Website forum deals with Robert's Rules, and doesn't touch legal stuff.)

The porposal has already been ciruclated. Is there any need to get signatures to get this onto the floor as we did when we called for an SGM?

Zena, this suggests to me that your organization has its own Special Rules for handling these proposals. For example, Robert's Rules has no requirement at all for getting signatures. And previous circulation is not required for a motion to Amend Something Previously Adopted, although if this circulation is official, then you have lowered the voting requirement for adopting ASPA. But now, if the organization does have these rules of its own, then you need to find out what they are, by reading your bylaws and special rules of order.

We want to have another go at changing the pet rule which was defeated at the last SGM. (I assume that required a 75% for vote at that time as we only got 63% of the vote?)

Also, what are the required number of votes needed to change the rules? Is it 51% or 75% of the votes at the meeting?

Zena, I disagree with your assumption about what vote threshold is required, unless that's exactly what your organization's rules say. But if your organization does not have its own rules, then the vote that Robert's Rules requires, in order to Amend Something Previously Adopted is any of these three things, whichever of them you can get: (1) just a majority vote, if you have provided the membership with Previous Notice, which it look as if maybe you have; (2) a 2/3 vote; or (3) a majority of the entire membership.

I am entirely at a loss as to where the 75% threshold idea came from. Zena, is it in your organization's rules, or did you just hear it somewhere, or what?

If a rule change has not been circulated, can it be brought up from the floor at the AGM without the motion being circualted? If so what is the majority required to get the motion on the floor, and then waht is the majoprity required to pass the motion?

Yes it can, absolutely, if Robert's Rules says is what matters. You have to check your organization's rules, because if they are different, then you have to go by them.

Oh my Zena, please read your RONR-In Brief. You don't need any majority at all to get the motion on the floor. At a proper time (this might be a factor), any member just is recognized by the chair, and makes the motion. (If the motion is something new, it requires just a majority vote to be adopted. If it is to change something that is already in place, see what I said about ASPA. But note that if the motion has not had Previous Notice -- which might be what your circulation has accomplished, or it might not -- then you can't adopt ASPA by a simple majority vote -- it will take a 2/3 vote of those present and voting, or a vote of the total membership.)

[Gary c Tesser]

Darnit John, you need to type more.

[Gary c Tesser]

Goodness!! Thank you. I am in South Africa and in the middle of the day. Hope it wasn't because the topic was too boring!

No, Zena, of course not. We here like to read Robert's Rules. We don't know what "boring" means.

And please keep writing. We don't have enough correspondents from South Africa anymore.

And don't let Dr Stackpole's grumpiness put you off. He's techy when he has to do something unpleasant and tedious, such as, um, wake up.

[jstackpo]

Darnit John, you need to type more.

Nonsense. You need to type faster.

I prefer "curmudgeonly" to "grumpy", by the way.

[Gary c Tesser]

(Zena, you getting all this important stuff?

(Zena, come back!)

[Trina]

Please can someone confirm the procedure of bringing a motion to change the rules of our Body Corporate at an AGM. The porposal has already been ciruclated. Is there any need to get signatures to get this onto the floor as we did when we called for an SGM?

As Mr. Tesser pointed out, RONR has no requirement for signatures in order to get a motion before the assembly. Do your organization's own rules require signatures? It also occurs to me that you may be thinking of signatures (from a certain minimum number of members) required in order to call a special meeting... if that's what you're thinking of, then those signatures probably were needed (per your bylaws) in order to trigger the call to the special meeting. It doesn't follow that you need signatures in order to bring a motion before the annual general membership meeting.

We want to have another go at changing the pet rule which was defeated at the last SGM. (I assume ithat required a 75% for vote at that time as we only got 63% of the vote?)

You should look to your own rules to see if special voting thresholds are defined. According to RONR, if your organization was considering a motion to amend something previously adopted (the pet rule), it should only have required majority vote to pass at the special meeting, since the call to the special meeting would, by definition, have given notice of the business to be considered. The fact that 63% wasn't enough suggests either 1) your own governing documents require a higher than normal vote threshold to change the pet rule, or 2) an error was made at the special meeting. As Mr. Tesser said, a 75% rule, if there is one, does not come from RONR.

edited to add: Another possibility is that the pet rule is actually part of the bylaws (a two-thirds vote is a common requirement for amending bylaws, and 63% is obviously less than two-thirds).

Also, what are the required number of votes needed to change the rules? Is it 51% or 75% of the votes at the meeting?

Neither 51% nor 75% have any basis in RONR. As previously noted, RONR's requirements for a motion to amend something previously adopted are majority (i.e. more than half) vote with notice OR two-thirds vote without notice OR majority vote of the entire membership. Note that 'more than half' is NOT the same thing as '51%'. For example, 501 is more than half of 1000. 501 is NOT 51% of 1000.

If a rule change has not been circulated, can it be brought up from the floor at the AGM without the motion being circualted? If so what is the majority required to get the motion on the floor, and then waht is the majoprity required to pass the motion?

Yes, previously unannounced motions can be made at an AGM, according to RONR. The situation is different at a special meeting, where the business to be considered at the special meeting must be announced in the call to the meeting. Perhaps this distinction between the rules for a special meeting and the rules for a regular meeting (such as an AGM) is causing some confusion for you?

edited to add:

If the rule you are trying to change is actually part of the bylaws, then, of course, the amendment process outlined in the bylaws must be followed. In that case, previous notice may well be required.