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Notice of Motion


Guest Pat

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A member of our Board does not want to have an Annual General Meeting. He made a motion 2 meetings ago that this not be held. The vote carried the motion but it was found to be in conflict with our by-laws as many things are triggered by an AGM so the motion was voted on as being illegal at our last meeting (after consulting with this site for procedures) and therefore void.

He served the board by email of a notice of motion which in effect is a change to several sections of our by laws to delete reference to an AGM. There are several flaws in the document which were brought to his attention and some were fixed but not all. The Executive is not in favor of the changes.

The agenda was just released by the Secretary for another board meeting placing his notice of motion on the agenda along with a paper relating to the benefits and drawbacks of holding an AGM, prepared by a member of the board appointed to that task by the rest of the board. The Secretary advised that documentation relating to several items on the agenda would be forthcoming closer to the date.

The fellow with the notice of motion has now sent his written material directly to all members of the board. Is this proper protocol?

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Unless your board has the authority to amend your bylaws and can do so in order to eliminate the AGM in time, the AGM should be held as usual and this renegade board member should be removed from office.

Mmm. Assuming that these meetings were of the board, not the membership. I couldn't tell for sure; hence my severely limited reply. I do think the tenor of Guest_Pat's Original Post (particularaly the end of the first paragraph) suggested that this was a membership, not a board, meeting. -- but who knows, except Guest Pat.

Guest Pat, would you please clarify? (But that might be sinking deeper.)

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A member of our Board does not want to have an Annual General Meeting. He made a motion 2 meetings ago that this not be held.

....

He served the board by email of a notice of motion which in effect is a change to several sections of our by laws to delete reference to an AGM.

If the bylaws contain a section on meetings, specifically prescribing that an Annual General Membership meeting be held, no doubt annually, then the only way to not hold that meeting is to amend the bylaws. Your bylaws should also contain a section on amending them, which should include advance notice and a higher than majority vote. Whatever the procedures described in that section, they must be followed to properly amend the bylaws.

"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on page 121) has been given, or they can be amended by the vote of a majority of the entire membership." (RONR 11th Ed, p. 580 l. 25 - p. 581 l. 7)

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The meetings in question were of the board. An AGM and a general vote is required in order to amend the by laws.

My thought was that the Secretary had advised members of the Board that material regarding this would be coming to them before the meeting and I had also advised the member of the Board to provide information through the Secretary so he could be sure that he was available for the next meeting. While I do not agree with what he is doing I think as President I need to ensure that he gets his opportunity to be heard, as long as it is in the correct way. He believes that he is the be-all-end-all where Roberts is concerned.

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Thank you folks.

This fellow signs his name as a Professional Registered Parliamentarian.

What I read into what you say is that he is well within his rights to circulate material without going through the normal channels - the Secretary - and perhaps he is just "behaving badly". Unfortunately he has riled up several members of the Board with this advance material, especially the person who was requested to prepare the paper, and I am concerned that the meeting may not go well. We are a National organization in Canada with Directors across the country and every meeting, except the AGM, is held via conference call. I guess we'll grin and bear his actions.

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  • 2 weeks later...

We are a National organization in Canada with Directors across the country and every meeting, except the AGM, is held via conference call. I guess we'll grin and bear his actions.  

A National organization...If I were in your shoes, I would want to first find out what legal requirements the organization had to hold an annual membership meeting.  If it doesn't immediately come to you how to find out, you could (should?) consult an attorney.

AGM, is held via conference call...that's an interesting protocol.  I assume (rightly or wrongly?) that your bylaws call for an AGM by conference call?  If not, perhaps this ought be held in person.

Grin and bear his actions...I wouldn't.  Maybe that's just me, but given your description, he's the sort that gives me cause for alarm at one who has no regard for the absentee and fairness.

Being a good President by ensuring all are heard is not the same as the President and Board tolerating a rogue dictator-to-be-if-not-already.

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