Motion deemed out of order

[Guest Melinda Carver]

I am a member of a non-profit corporation/membership club and at our most recent annual member meeting our president ruled what appeared to be a legitimate motion to be "out of order".  The voting member was on the agenda and was recognized by the president to speak on a specific topic.  He did and in conclusion made a motion requesting that the matter be brought to the entire membership for a vote.  The motion was seconded.  Our newly elected president refused to accept the motion,  This motion did not appear to violate any state law, our clubs governing documents and was in keeping with motions made by the membership and accepted by the governing body at previously held annual member meetings.  The membership pressed the issue, calling for a vote.  A vote was taken and the motion carried.  The meeting was temporarily recessed to count election ballots.  When the meeting was restarted, a handout was made available to the membership to explain why the motion was out of order but before it could be read by the members, a motion was made to adjourn the meeting and was seconded by board members and the board adjourned the meeting without the customary vote to do so by the membership.  

 

I would very much appreciate knowing if what occurred was proper and if not proper what steps can be taken to rectify what happened.  Many of the membership believe their voting rights and their ability to provide input at a meaningful level have been usurped by the current board.    Our bylaws do not specify our meetings are to follow the RRO doctrine but it has become customary to do so. 

 

Thank you,

 

Melinda

[jstackpo]

Since, from what you say, a member "pressed the issue"  --  essentially equivalent to appealing the ruling of the chair  --  and then "a vote was taken and the motion carried", the motion was indeed properly adopted and the subsequent business with a "handout" has no bearing on the matter.

[Guest Edgar]

 . . .  the board adjourned the meeting without the customary vote to do so by the membership.  

 

If this was a meeting of the general membership then the board, as a board, wasn't there. The board can only act as a board at a board meeting. Which this, apparently, wasn't.

[Guest Guest]

Thank you both for your informative responses.  I believe I errored in my representation of the events and would like to correct that.  The president ran the meeting with the help of the secretary.  Board members in attendance participated in some whispered discussion after the motion was made but before the vote.  (I wonder how that will be recorded in the minutes ;-)  It was the president that adjourned the meeting without a member vote. 

 

I'm not schooled in RRO so I'm just not sure how to proceed with this information to ensure that the member's votes are honored. 

 

[Josh Martin]

Thank you both for your informative responses.  I believe I errored in my representation of the events and would like to correct that.  The president ran the meeting with the help of the secretary.  Board members in attendance participated in some whispered discussion after the motion was made but before the vote.  (I wonder how that will be recorded in the minutes ;-)  It was the president that adjourned the meeting without a member vote. 

 

I'm not schooled in RRO so I'm just not sure how to proceed with this information to ensure that the member's votes are honored. 

 

I concur with Dr. Stackpole that, based on the information provided, the motion was adopted and the handout that was distributed after the vote is of no consequence. A handout is not a ruling. The chair should have actually made a ruling if he believed the motion was out of order.

 

If the chair wished to rule the motion out of order now, he'd need to do that at the next meeting - and at this point, the violation would need to create a continuing breach for him to do that. I'm not sure whether that standard can be met (or even if the motion was out of order in the first place), since you haven't noted why the President claimed the motion was out of order.

 

If the motion is recorded in the minutes as ruled out of order, be prepared to offer a correction to the minutes. If the chair tries to rule it out of order at the next meeting, Appeal from the decision of the chair.

 

As for the chair declaring the meeting adjourned without a vote, this appears to have been improper based on the facts presented. The chair can declare the meeting adjourned on his own only in the following circumstances:

• When the meeting has completed its entire order of business, the chair asks if there is any further new business, and no member responds.
• When the assembly has previously set a time for adjournment and that time has been reached.
• When there is an emergency which threatens the members' safety, such as a fire.

Of course, it's certainly too late to complain about that now. A member should have raised a Point of Order at the time, followed by an Appeal if necessary.

[jstackpo]

And...  since the meeting was (improperly) adjourned with a pending motion still on the floor, as appears to be the case, the motion should come up automatically as a piece of "Unfinished Business" at the next meeting.

 

Since it seems a bit unlikely that the president will do that properly, be prepared to raise a point of order after committee reports that the motion should be put back on the floor for consideration right then.

[Guest Edgar]

. . . the motion should come up automatically as a piece of "Unfinished Business" at the next meeting.

If this organization is like many "non-profit corporation/membership clubs", the next regular meeting of the general membership might not be until next year (i.e. the next annual meeting). Between now and then the board will be meeting.

 

[Josh Martin]

And...  since the meeting was (improperly) adjourned with a pending motion still on the floor, as appears to be the case, the motion should come up automatically as a piece of "Unfinished Business" at the next meeting.

 

Since it seems a bit unlikely that the president will do that properly, be prepared to raise a point of order after committee reports that the motion should be put back on the floor for consideration right then.

 

Well, since the meeting was recessed to "count election ballots," the proper course of action when the meeting resumes will be the reading of the teller's report. Depending on how that first round of balloting went, there may not be anything left to consider.

 

As Edgar notes, this also assumes the membership meets at least quarterly. If it does not, then that will change things considerably.

[Guest Guest]

Thank you for your response, Mr. Martin.  As I understand it, the ruling was made because our bylaws require a member vote for four situations: annual elections, certain (rare) membership issues,  bylaw revisions (also rare), and dissolution of the club.  The president apparently felt that these issues were limiting to the membership's voting rights rather than (as I see it) limiting BOD from enacting change without membership approval.  Additionally it was stated that the membership could only vote on matters that the president allowed us to vote on.    

[Guest Guest]

You are correct, Edgar, we only meet annually and as the candidates were running unopposed, there was no need to additional voting.  I'm not sure the pending motion was on the floor since we did vote on it.  Is it permissible for the issue to be revisited at the same meeting and to be ruled out of order once it was voted on? 

[Guest Guest]

I did find one additional bit of information in the bylaws regarding voting stating that voting at the annual meeting is limited to members in good standing that are present at the meeting but directs that those issues I stated above to be decided by written ballot cast by mail by all members in good standing.  No proxy voting is permitted.  It goes on to say that the BOD may decide to submit other specific questions for decision of the members by written ballot cast by mail but here again, here is nothing there that precludes the membership from offering motions at the annual meeting that require the BOD to bring a matter to the entire membership body for a vote if that motion carries. 

[Josh Martin]

Thank you for your response, Mr. Martin.  As I understand it, the ruling was made because our bylaws require a member vote for four situations: annual elections, certain (rare) membership issues,  bylaw revisions (also rare), and dissolution of the club.  The president apparently felt that these issues were limiting to the membership's voting rights rather than (as I see it) limiting BOD from enacting change without membership approval.

 

Thank you. If the President is indeed correct that the board has exclusive authority except in the situations mentioned, then this would constitute a continuing breach, so the chair could still rule the motion null and void. It appears to be disputed whether this is a correct interpretation. It will be up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

 

Additionally it was stated that the membership could only vote on matters that the president allowed us to vote on.    

 

This is simply ridiculous.

 

You are correct, Edgar, we only meet annually and as the candidates were running unopposed, there was no need to additional voting.  I'm not sure the pending motion was on the floor since we did vote on it.

 

I see. So I take it the fear is that the board will simply refuse to carry out the motion, and the membership won't be able to do much about it since there won't be a meeting for another year. If these fears end up being correct, I recommend using FAQ #20 if at all possible (perhaps you could call a special meeting). Failing that, I suppose you might need to seek legal advice.

 

Is it permissible for the issue to be revisited at the same meeting and to be ruled out of order once it was voted on? 

 

A motion ordinarily cannot be ruled out of order after the fact, but if the President is indeed correct that the membership lacked the authority to adopt this motion, then this would be an exception.

[Guest Guest]

Thank you for the additional input.  Our club has been in existence since the early 1900's, incorporated under the same bylaws.  We have a long history of the membership making motions from the floor, having them accepted by the sitting president and having those motions voted on by the membership.  Given this past precedent, I would think the membership, by practice alone, has already decided how the bylaws should be interpreted.   At least this seems logical to me. 

 

Thanks again to all of you for your learned opinions.  I am going to put all of this information together and share it with some of the other members and see options are available to us.   

[Thomas Ralph]

Precedent falls to the ground as soon as someone makes a Point of Order citing the written bylaws.

[Gary c Tesser]

...  Given this past precedent, I would think the membership, by practice alone, has already decided how the bylaws should be interpreted.   At least this seems logical to me. 

Precedent falls to the ground as soon as someone makes a Point of Order citing the written bylaws.

 

As soon as my eyetracks hit that word, Mr Ralph, I had that same frisson.  But I find the rest of the sentence compellingly suggestive.  (Or suggestively compelling.  Or maybe pick one.)  Note that their practice does not conflict with a written rule (any written rule, as far as I can see, nevermind one in the bylaws):  the practice establishes an interpretation.  And an interpretation is what we're looking for.  -- As the sometimes underappreciated (perhaps because ubiquitous) Guest_Guest,  who I expect is in this instance standing in for OP Melinda Carver (as Guest_Guest tirelessly often stands in for any Original Poster), astutely, if not dispositively, points out.

 

What do you think?

 

[Edited to add last sentence, which, from the front, had been my point.  But while I'm here:  why do people often say "What say you?" lately, instead of the more natural English "What do you think?"?

 

[This question certainly addressed not only to Mr Ralph.  For that matter, any chime-in by OP Ms Carver would be welcome.  I address Mr Ralph because, with his observation about the nominative case and stuff, he's on a roll.]

[Shmuel Gerber]

As soon as my eyetracks hit that word, Mr Ralph, I had that same frisson.  But I find the rest of the sentence compellingly suggestive.  (Or suggestively compelling.  Or maybe pick one.)  Note that their practice does not conflict with a written rule (any written rule, as far as I can see, nevermind one in the bylaws):  the practice establishes an interpretation.  And an interpretation is what we're looking for.  -- As the sometimes underappreciated (perhaps because ubiquitous) Guest_Guest,  who I expect is in this instance standing in for OP Melinda Carver (as Guest_Guest tirelessly often stands in for any Original Poster), astutely, if not dispositively, points out.

 

I think Mr. Ralph probably meant "President falls to the ground as soon as someone makes a Point of Order citing the written bylaws."

[Gary Novosielski]

I think Mr. Ralph probably meant "President falls to the ground as soon as someone makes a Point of Order citing the written bylaws."

 

As a test, ask him if, in that event, the vice precedent takes over.