Guest AJB Posted June 25, 2012 at 01:36 AM Report Share Posted June 25, 2012 at 01:36 AM We have a motion on the floor that will change our By-Laws from 5 Board members to 7 Members, The person that made the motion on said to change the number to 7, but this motion did not change everything in the By-Laws pertaining to the number of Board Members, so there will be a conflict as to when they will be elected. Is it possible to rule this motion out of order or incomplete due to conflict with the other parts of the By-Laws? Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 25, 2012 at 02:23 AM Report Share Posted June 25, 2012 at 02:23 AM Has the motion already been adopted? If not, the motion maker could unilaterally withdraw the motion if the Chair hasn't already stated the question on the motion or request permission to withdraw it (requires a majority vote or unanimous consent) if the question is before the assembly. At that point (making sure that the motion will resolve any conflicts) someone can follow the amendment procedures to give it another try. If the motion has already been adopted you all are unfortunately stuck with any conflicts in the bylaws until they can be amended to resolve them. In the meantime see RONR pp. 588-591 for some principles to help resolve whatever conflicts that may crop up. Link to comment Share on other sites More sharing options...
Trina Posted June 25, 2012 at 10:02 AM Report Share Posted June 25, 2012 at 10:02 AM We have a motion on the floor that will change our By-Laws from 5 Board members to 7 Members, The person that made the motion on said to change the number to 7, but this motion did not change everything in the By-Laws pertaining to the number of Board Members, so there will be a conflict as to when they will be elected. Is it possible to rule this motion out of order or incomplete due to conflict with the other parts of the By-Laws?The flaws in the motion do not, in and of themselves, make the motion out of order. The flaws (the fact that other portions of the bylaws need modification to stay consistent) should be pointed out, so that the assembly can make a good decision on how to proceed.If additional notice is required to change those other parts of the bylaws, and if there is no time to give notice, the assembly may decide it is not a good idea to raise the number of board members at this time. I think one might perhaps argue that the necessary ancillary amendments (the other changes needed in order to go from 5 board members to 7 board members) are within the scope of notice, and therefore could be made at the same time. However, the decision on whether the additional needed changes are indeed within the scope of notice is a decision for the assembly, and depends on the exact details involved. Link to comment Share on other sites More sharing options...
SaintCad Posted June 25, 2012 at 04:28 PM Report Share Posted June 25, 2012 at 04:28 PM Just curious, what are some of the conflicts? If it is something like the quorum being explicitly 3 members and you think it should be 4 (a majority of the members), that's not really a conflict. Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 25, 2012 at 07:43 PM Report Share Posted June 25, 2012 at 07:43 PM Just curious, what are some of the conflicts? If it is something like the quorum being explicitly 3 members and you think it should be 4 (a majority of the members), that's not really a conflict.. . . there will be a conflict as to when they will be elected.I suspect there has been no provision made for the (staggered?) terms of office for the new additions. Or something like that.And while a (fixed) quorum based on a five-member board would not necessarily cause a "conflict" with a seven-member board, it's certainly something that the assembly would want to address at the same time. Link to comment Share on other sites More sharing options...
Sean Hunt Posted June 28, 2012 at 09:22 PM Report Share Posted June 28, 2012 at 09:22 PM In situations like this, I recommend adding the fact that other consequential amendments might be made to the notice, to avoid any ambiguity while allowing yourself the leeway to work things out in advance. Link to comment Share on other sites More sharing options...
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