Conflicting Motions

[Guest WannaBe]

Our board of directors adopted a motion to hold the 2013 annual conference on January 12, 2013. At the regular meeting two months later the board adopted a motion by voice vote to hold the annual conference on March 9, 2013. No mention was made of the previously adopted motion and no notice was given to rescind or amend something previously adopted. Is the second motion in effect or is it null and void?

[Chris Harrison]

The second motion would be null and void unless it was adopted by a 2/3 vote or a majority of the entire membership of the Board (RONR p. 251). However, since the vote was taken by voice it will be hard to prove that the motion was adopted by one of those thresholds.

[David A Foulkes]

The second motion would be null and void unless it was adopted by a 2/3 vote or a majority of the entire membership of the Board (RONR p. 251). However, since the vote was taken by voice it will be hard to prove that the motion was adopted by one of those thresholds.

Possibly, since there was (assumingly) no count taken. But if that voice vote had no "no" votes, it would satisfy the 2/3 vote requirement. That is of course up to WannaBe's board to recall.

[Guest Edgar]

However, since the vote was taken by voice it will be hard to prove that the motion was adopted by one of those thresholds.

Since the chair presumably declared the motion adopted, isn't the problem that it would be hard to prove that it wasn't?

[Chris Harrison]

Since the chair presumably declared the motion adopted, isn't the problem that it would be hard to prove that it wasn't?

I think that given p. 251's wording that the presumption in that case is the motion is null and void and to overcome that presumption proof would need to be provided that a 2/3 vote or a MEM occurred.

[Shmuel Gerber]

Our board of directors adopted a motion to hold the 2013 annual conference on January 12, 2013. At the regular meeting two months later the board adopted a motion by voice vote to hold the annual conference on March 9, 2013. No mention was made of the previously adopted motion and no notice was given to rescind or amend something previously adopted. Is the second motion in effect or is it null and void?

It's not clear why this happened. Did the board simply forget about the previous motion? Based solely on what you've reported, it seems to me quite likely that the second motion was obviously intended to rescind (or actually, to amend) the first, not to adopt a different motion that happened to conflict with it.

[Guest Guest]

That's the position of OY 2006-17, as well. It's one of the unusual cases (offhand, perhaps the only one) where the burden of proof is on that side.

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[Guest Nancy N.]

(Post 7 is mine, my nom de plume absent-mindedly left out; and is a follow-up to Chris H's Post 5, itself a reply to Guest Edgar's Post 4. My apologies.)

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[Guest Nancylicious]

... Based solely on what you've reported, it seems to me quite likely that the second motion was obviously intended to rescind (or actually, to amend) the first, not to adopt a different motion that happened to conflict with it.

I think I see Shmuel's point, though I've been weak on this since 1893 when I read General Robert saying that a lost motion can be repealed; IF I have this right, then OY 2006-18 applies, not OY 2006-17; the re-scheduling of the conference to March is effective, even though it was processed incorrectly; David's and Edgar's points are therefore moot; Chris and I got this wrong; and it's new ailerons time for the both of us.

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[Guest WannaBe]

It's not clear why this happened. Did the board simply forget about the previous motion? Based solely on what you've reported, it seems to me quite likely that the second motion was obviously intended to rescind (or actually, to amend) the first, not to adopt a different motion that happened to conflict with it.

Shmuel, I see your point. However, RONR p.445 says the following in regard to a continuing breach resulting from the adoption of a conflicting motion:

"If there was a previously valid election for the same term, the subsequent election of another is the adoption of a main motion conflicting with one still in force."

It seems unlikely that an assembly would simply "forget" about previously electing someone to that office. In such a case, it would seem quite likely that the second motion/election was obviously intended to rescind the first election, yet RONR says this is a continuing breach that lasts "during the continuance in office of the individual declared elected."

It seems that it DOES matter whether a motion is properly processed as a motion to Rescind or Amend Something Previously Adopted vs simply adopting a conflicting motion when it cannot be established that the later motion was adopted by the vote necessary to rescind or amend the first. Do you agree?

[Guest Nancissima N.]

... Do you agree?

Mr. Gerber might, but I don't. At 5 AM, I'm not going to think this through (not at your paltry Guest $4.50 an hour rate, I won't!), but we can start with the "virtually a contract" stuff at the bottom of p. 598 or so.

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[Dan Honemann]

Shmuel, I see your point. However, RONR p.445 says the following in regard to a continuing breach resulting from the adoption of a conflicting motion:

"If there was a previously valid election for the same term, the subsequent election of another is the adoption of a main motion conflicting with one still in force."

It seems unlikely that an assembly would simply "forget" about previously electing someone to that office. In such a case, it would seem quite likely that the second motion/election was obviously intended to rescind the first election, yet RONR says this is a continuing breach that lasts "during the continuance in office of the individual declared elected."

It seems that it DOES matter whether a motion is properly processed as a motion to Rescind or Amend Something Previously Adopted vs simply adopting a conflicting motion when it cannot be established that the later motion was adopted by the vote necessary to rescind or amend the first. Do you agree?

I'm afraid that you may be forgetting about the fact that an election cannot be rescinded or amended by the use of a motion to Rescind or Amend Something Previously Adopted (RONR, p. 308, ll. 12-30). As a consequence, reference to what is said on page 445 is neither relevant nor helpful; it's just plain confusing.

[Gary c Tesser]

... we can start with the "virtually a contract" stuff at the bottom of p. 598 or so

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... and continue till we get to 308.