Divison by Majority Vote or One Member

[Rev Ed]

Okay, in the discussion about combining several proposals into one vote, I gave the following example:

 

"Resolved, that the By-laws be amended as follows: to change By-law #1 to change the number of directors from 5 to 7; to change By-law #3 to change the date of Board meetings from the second Monday of each month to the third Monday of each month; and to change By-law #4 to create the office of 2nd Vice President."

 

Would a call for division on this issue be ruled by the Standard Characteristics of a Division from pages 271-272 of RONR as they relate to similar issues (they are both  amendments to the By-laws AND deal with the Board of Directors) or would it trigger the right of a single member to demand a division (per pages 274-275 of RONR) as the motion deals with three separate By-laws?  And why is this the case? 

 

I find RONR a bit confusing on this, in one section is claims that the majority rules, while in another it allows a single member to overrule everyone else on the same issue (i.e. division of a question.)

[Matt Schafer]

The proposed resolution can be divided on the demand of a single member.  The three parts relate to different subjects.  The first subject is the number of directors, the second is the date of meetings of the board of directors, and the third is the number and definition of the officers.  The subjects are different, even if they are part of the same document (the bylaws, in this case).  The argument that they all relate to the board of directors is too broad, I think.

[Josh Martin]

I find RONR a bit confusing on this, in one section is claims that the majority rules, while in another it allows a single member to overrule everyone else on the same issue (i.e. division of a question.)

 

Imagine that a motion is made "To purchase a computer for the Secretary and to oppose the proposed property tax increase." These issues are clearly unrelated. Should the assembly be able to force members to cast a single vote for both issues, although they might have different opinions on each? I would think not.

 

I understand that there is room for disagremeent on whether certain motions constitute independent subjects in a particular case, but the rule itself is quite sensible.

[Guest Edgar]

Imagine that a motion is made "To purchase a computer for the Secretary and to oppose the proposed property tax increase." 

 

Another example might be a motion to elect/appoint Jim Jones as treasurer and Mary Smith as secretary (with apologies for the stereotypical gender bias). The rule that a single member can order the question be divided preserves every member's right to vote (and not vote) for who(m) they want.

[Rev Ed]

The argument that they all relate to the board of directors is too broad, I think.

 

But the argument could be made that the amendment to the composition of the Board (from 5 to 7 members) and the amendment creating a new officer both deal with the how the Board is composed.  The amendment to the day of the month that the Board meetings is different, but the other two clearly are related to the composition of the Board.

 

However, the other examples are clear - even if the majority agrees with both statements in the motion, the majority may only support one of the two statements.

[Matt Schafer]

But the argument could be made that the amendment to the composition of the Board (from 5 to 7 members) and the amendment creating a new officer both deal with the how the Board is composed.  The amendment to the day of the month that the Board meetings is different, but the other two clearly are related to the composition of the Board.

 

One could make that argument, but it wouldn't go anywhere.  The first of the three clauses of the resolution deals with the composition of the board of directors.  The third clause deals with the creation of a new office.  Even if we assume that there is a statement in the bylaws that all officers are members of the board of directors, the third clause isn't only about the composition of the board.  If the intent of the resolution was to add one more member to the board, then the first clause covers that.  By defining a new office, the third clause creates a new office.  It is a happy coincidence that the new officer becomes a member of the board and therefore changes its composition.  These two clauses deal with different subjects, and therefore are divisible on demand of a single member.

 

Beyond this, I'm afraid I can't go much further with this argument.  The resolution given in the original post is vague and not in order to begin with, since it is not in the proper form of an amendment, and our discussion is quickly diving into details that aren't present.

[Gary c Tesser]

Matt, what is it about Mr Ed's original proposed resolution that you see as out of order?

[Rev Ed]

Matt, what is it about Mr Ed's original proposed resolution that you see as out of order?

 

The third part of the resolution (about the 2nd VP) could be too vague - there's nothing about the duties and responsibilities of the position, etc. and was simply used to create a third part of the example.  However, I also do not see how the first two parts are too vague when they are clear to me.  Yes, the exact wording of each By-law should be looked at, but assuming that By-law #1 discusses the Board and its composition, there may be several points the By-law talks about five directors.  Thus how would it be out of order to "Amend By-law #1 to change the size of the Board from 5 to 7 members" would mean that every reference to '5 directors' would be changed to '7 directors.'

[Matt Schafer]

Matt, what is it about Mr Ed's original proposed resolution that you see as out of order?

 

Whoops.  A fair question.  I shouldn't post late at night.  The third part concerning the new office of second vice president lacks the text to be inserted.  That text would presumably include the duties of the new officer, which I think we can all agree are beyond the context of the composition of the board of directors.

 

My apologies for my overbroad statement.

[Gary c Tesser]

...  I shouldn't post late at night [REPLY 1].  The third part concerning the new office of second vice president lacks the text to be inserted.  That text would presumably include the duties of the new officer, which I think we can all agree are beyond the context of the composition of the board of directors. [REPLY 2]

 

(I wish I could figure out how you guys multi-quote...)

 

1. 4:37 AM is late at night?

 

2.  I don't like it either, but is the cheesy vague Canadian inadequacy of the language, as given, sufficient to say it's out of order?

[Dan Honemann]

Matt Schaffer's first two posts are spot-on.

[Gary Novosielski]

Matt, what is it about Mr Ed's original proposed resolution that you see as out of order?

I'm not Matt, but what bothered me about it was that it described the changes that were to be made, rather than specifying the exact language to be struck and inserted.   The chair shouldn't put it before the assembly in that form.

[Rev Ed]

Okay, let's say By-law #1 read something like:

 

"Day to day operation of the organization shall be operated by a Board of Directors comprising of five members.  All five directors shall be elected annually at the annual general meeting.  Quorum of the Board shall be a majority of the five directors."

 

Now, I wrote this just now off the top of my head for an example (I would probably write it better if I were doing it for a real organization.)  So, instead of simply offering an amendment to change change the membership of the Board from five to seven, you would want the resolution to read as follows:

 

"Resolved, that By-law #1 be amended to read as follows:

 

Day to day operation of the organization shall be operated by a Board of Directors comprising of SEVEN members.  All SEVEN directors shall be elected annually at the annual general meeting.  Quorum of the Board shall be a majority of the SEVEN directors."

 

I concur that the latter is preferable, however I also see it opening up the amendment more than the original mover may have intended.

[Dan Honemann]

Okay, let's say By-law #1 read something like:

 

"Day to day operation of the organization shall be operated by a Board of Directors comprising of five members.  All five directors shall be elected annually at the annual general meeting.  Quorum of the Board shall be a majority of the five directors."

 

Now, I wrote this just now off the top of my head for an example (I would probably write it better if I were doing it for a real organization.)  So, instead of simply offering an amendment to change change the membership of the Board from five to seven, you would want the resolution to read as follows:

 

"Resolved, that By-law #1 be amended to read as follows:

 

Day to day operation of the organization shall be operated by a Board of Directors comprising of SEVEN members.  All SEVEN directors shall be elected annually at the annual general meeting.  Quorum of the Board shall be a majority of the SEVEN directors."

 

I concur that the latter is preferable, however I also see it opening up the amendment more than the original mover may have intended.

 

Yes, the latter is preferable (although a motion to "amend By-law #1 by striking out the word 'five' in each of the places it appears and inserting 'seven'" would be even better), but when you say "I also see it opening up the amendment more than the original mover may have intended", I don't know what you mean. It certainly will not open up the proposed amendment to more extensive amendment than will a motion to amend by striking "five" and inserting "seven".

[Josh Martin]

I concur that the latter is preferable, however I also see it opening up the amendment more than the original mover may have intended.

 

It wouldn't, actually. Changing the form of an amendment doesn't affect the scope of notice. The scope of notice is based on the parts which have actually been changed.

 

"The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes. Thus, if an amendment is pending to substitute a new rule for one that prescribes the initiation fee and the annual dues, and the substitute proposes to alter the initiation fee but does not propose any change in the annual dues, then an amendment which recommends changing the annual dues would be out of order." (RONR, 11th ed., pg. 595)