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mikalac

Adjourn to prevent my motions?

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Our annual owner's meeting will take place on 9/20. I gave notice at the last annual meeting that I will move to revise the bylaws. I have other non-bylaw motions to make too. I presume all these motions will be handled under New Business, a part of the Order of Business per the bylaws. (see below) However, since most members are apathetic to motions and just want the election of directors to take place and then go home, I am afraid that after the elections and Board business, but before we get to New Business, the owners will adjourn and I will lose my motions. Is this possible? Is there any way to prevent this motion?

 

FYI, the Order of Business is as follows:

 

Calling of the roll

Proof of notice of meeting and waiver of notice

Reading and disposal of any unapproved minutes

Appointment of judges of election

Election of Directors

Receiving reports of officers

Receiving reports of committees

Old business

New business

Adjournment

 

 

Thanks for your help.

 

Norm

 

 

 

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 I am afraid that after the elections and Board business, but before we get to New Business, the owners will adjourn and I will lose my motions. Is this possible?

Yes.

 

Is there any way to prevent this motion?

No.  Majority rules.  However, you could move to Suspend the Rules and take up the bylaw revision and "other non-bylaw motions" earlier than New Business (be aware though that it requires a 2/3 vote to do so so you will need to get A LOT of those apathetic members on your side).

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The best way to prevent this is to persuade the other owners to agree with you before the meeting. It doesn't really matter if you're motions are blocked if few people were going to vote in favor of them anyway. But if you have sufficient support for the motions, you also would have enough support to prevent them from being blocked.

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Does the fact that the bylaws establish an order of business that sets the time for adjournment as following new business (within a single meeting session) make any difference?

 

I would reply to this question, but I want to give others a chance to do so first. Plus, I'm afraid of getting the wrong answer. :)

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Does the fact that the bylaws establish an order of business that sets the time for adjournment as following new business (within a single meeting session) make any difference?

 

I don't think so. When RONR speaks of a time being scheduled for adjournment, it seems to have an actual time in mind (such as 3:00 PM), not simply a place in the order of business. There are some organizations which wish to ensure that certain categories of business are completed before adjournment (elections, for instance), but that is usually explicitly stated.

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I don't think so. When RONR speaks of a time being scheduled for adjournment, it seems to have an actual time in mind (such as 3:00 PM), not simply a place in the order of business. There are some organizations which wish to ensure that certain categories of business are completed before adjournment (elections, for instance), but that is usually explicitly stated.

 

In an agenda such as the one described in post #1, doesn't specific inclusion of "Adjournment" make it a general order?

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The Board and its governance committee minions don't want any bylaw changes because my revision transfers some of the Board's power to the owners. The revision is mine (with the help of a few friends).

 

Suppose as strategy to keep the meeting going to get to my bylaws, I fix the time to adjourn for the following Saturday, same time and place, before the motion is made to adjourn. If adopted, then the Board would be obligated to hold the next meeting. Is this in order?

 

Norm

 

If you don't have enough people who are willing to stick around to conduct business on the first Saturday, what makes you think they'll vote to come back on the following Saturday?

 

 

Your post just gave me a good reason to add another amendment to my revision (if I can get to it). The agenda needs to explicitly state that the full agenda must be considered before adjournment. That way, my motions can't be aborted in the future.

 

Norm

 

If Mr. Honemann is correct, the agenda already does state that.

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Fish: If you don't have enough people who are willing to stick around to conduct business on the first Saturday, what makes you think they'll vote to come back on the following Saturday?

 

Me: I know more about Robert than any of the other 309 owners, which gives you some idea on the sorry state of our knowledge. I probably could get away with the questionable POO that because the Adjourment is listed after New Business, the agenda must be completed, no matter how long that takes. (Counsel will be there, so he could upset my strategy, if he knows his Robert.) Anyway, assuming they go along with my POO, will my Fix the Time, be in order?

 

Norm

 

If a motion to Adjourn is made before the assembly has considered your proposed bylaw amendment, you might raise a point of order to the effect that consideration of the motion to Adjourn will require a suspension of the rules (and be prepared to appeal from an adverse ruling).

 

A motion to Fix the Time to Which to Adjourn takes precedence over a motion to Adjourn.

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If a motion to Adjourn is made before the assembly has considered your proposed bylaw amendment, you might raise a point of order to the effect that consideration of the motion to Adjourn will require a suspension of the rules (and be prepared to appeal from an adverse ruling).

 

A motion to Fix the Time to Which to Adjourn takes precedence over a motion to Adjourn.

 

Why does the motion to adjourn in that case require suspension of the rules? Even if a time for adjournment has been set, that simply means that the motion to adjourn is no longer privileged, and can only be made when no motion is pending. I suppose that means it can only be made when "New Business" arrives, since prior to that some question will always be pending. (Is this correct? So at least we have to get to new business)

 

 But once new business comes up, which presumably is when the (properly noticed, I further stipulate) bylaw amendment would come up, it is a matter of who get's the chair's attention first: The person moving to adjourn, or our OP, Norm.   I feel like I am missing something important, and that is why I have exposed my bare thinking on it here. 

 

Edit: There are other times before new business when no motion is pending.

Edited by DrEntropy

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Does the fact that the bylaws establish an order of business that sets the time for adjournment as following new business (within a single meeting session) make any difference?

 

I don't think so. When RONR speaks of a time being scheduled for adjournment, it seems to have an actual time in mind (such as 3:00 PM), not simply a place in the order of business. There are some organizations which wish to ensure that certain categories of business are completed before adjournment (elections, for instance), but that is usually explicitly stated.

 

I agree with Josh that simply ending the order of business with "Adjournment" does not count as establishing a time for adjourning.

 

In an agenda such as the one described in post #1, doesn't specific inclusion of "Adjournment" make it a general order?

 

If a motion to Adjourn is made before the assembly has considered your proposed bylaw amendment, you might raise a point of order to the effect that consideration of the motion to Adjourn will require a suspension of the rules (and be prepared to appeal from an adverse ruling).

 

Even if an adjournment is included on an agenda or order of business, I don't think it is ever treated as an ordinary general order, because there are specific rules in RONR that apply to scheduled recesses and adjournments. And I think it's rather clear from pages 234 and 240-241 that the assembly can always adjourn by majority vote (whenever a motion to Adjourn the motion to adjourn is in order according to the precedence of motions), even if an adjournment has been scheduled for a later time.

Edited by Shmuel Gerber

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I agree with Josh that simply ending the order of business with "Adjournment" does not count as establishing a time for adjourning.

 

 

 

Even if an adjournment is included on an agenda or order of business, I don't think it is ever treated as an ordinary general order, because there are specific rules in RONR that apply to scheduled recesses and adjournments. And I think it's rather clear from pages 234 and 240-241 that the assembly can always adjourn by majority vote (whenever a motion to Adjourn is in order according to the precedence of motions), even if an adjournment has been scheduled for a later time.

 

Okay. 

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Even if an adjournment is included on an agenda or order of business, I don't think it is ever treated as an ordinary general order, because there are specific rules in RONR that apply to scheduled recesses and adjournments. And I think it's rather clear from pages 234 and 240-241 that the assembly can always adjourn by majority vote (whenever a motion to Adjourn is in order according to the precedence of motions), even if an adjournment has been scheduled for a later time.

 

While I agree, I think p. 235, ll. 5-8, is as telling, if not more so. 

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Guest Zev

It appears that the original poster's real problem is not how to avoid the motion to Adjourn. He reveals this in posting #11 by saying:

 

"The Board and its governance committee minions don't want any bylaw changes ..."

 

So what he really needs is not to prevent the motion to Adjourn but rather how to prevail against an apparent minority that wishes to prevent the consideration of his bylaw amendments.

 

I am not a fan of "crazy language" in your bylaws with the "another amendment." Proper planning and the correct motions should provide the best chance you can possibly get in any meeting. The proper motions in this case should bring about the consideration of your amendments regardless of whether the majority actually agrees with those amendments or not.

 

Also, when you get a chance change the title of "Old Business" to "Unfinished Business." The authors themselves mention this type of thing.

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I agree with Josh that simply ending the order of business with "Adjournment" does not count as establishing a time for adjourning.

 

 

 

Even if an adjournment is included on an agenda or order of business, I don't think it is ever treated as an ordinary general order, because there are specific rules in RONR that apply to scheduled recesses and adjournments. And I think it's rather clear from pages 234 and 240-241 that the assembly can always adjourn by majority vote (whenever a motion to Adjourn is in order according to the precedence of motions), even if an adjournment has been scheduled for a later time.

 

In my opinion, if a time for adjourning has been previously established, as in the instant case, a motion to adjourn before that time is simply a main motion, and is out of order while business is pending. A question remains, however, as to exactly what is meant by the phrase "while business is pending."

 

A further question remains as to what vote is required in order to adopt such a motion to adjourn. In this connection, I think that what is said on page 241, lines 4-6, with respect to adoption by majority vote is intended to relate only to those situations in which another meeting in continuance of the session has been scheduled. No. 3 on tinted pages 6-7, however, appears to say, without qualification, that such a motion may be adopted by majority vote.

 

Perhaps I should hasten to add that I am entirely in sympathy with the view that, if such a motion to adjourn is made at a time when it is in order, it should require only a majority vote for its adoption.

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I need help with adding satisfactory words to my revision to assure that in the future New Business will not be aborted by an adjournment, thereby eliminating owners' motions, whatever they may be. For reference, here again is the current agenda:

 

I don't think such language is advisable in the bylaws.   A majority should always have the ability to adjourn the meeting.  Depending on your quorum, such a bylaw might have no teeth, since a large group could just leave.  

 

There is still some question if the order of business in  your bylaws  "establishes a time for adjournment".    If it does, then the motion to adjourn would lose it's privileged status and could only be made when no motion is pending. It would also then be debatable, at which point you could go into the merits of why the meeting should go on to consider your bylaw revision.    

 

Even if the motion is privileged (and hence undebatable), page 239 RONR states :" the following parliamentary steps are in order while it is pending ......to inform the assembly of business requiring attention before adjournment;" I would opine that you could make a very brief statement about your intent to offer the bylaw revision to try to persuade the majority to not adjourn.    

 

All technical issues aside, it would behoove you to talk to as many members (informally) before hand as possible  so they are ready to vote down a motion to adjourn.

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3.13. Order of Business. The order of business, without exception, at the annual meeting of the owners or at any special meeting shall be as follows:

 

Will this do it?

 

Well, I think I'd instead add a straight-forward sentence such as "A meeting of the owners shall not adjourn until New Business is completed." I'd modify that a bit depending on exactly what you want. Is it really your desire that there be no exceptions to this, or do you wish the assembly to be able to adjourn if it first schedules an adjourned meeting, or do you wish to be able to suspend this rule with a really high vote (say, 3/4 or 4/5), or both?

 

In any event, you're certainly seeking much stronger protection than you have now. Even under Mr. Honemann's interpretation, the assembly still can adjourn before considering your revision. It will just be more difficult. (Exactly how much more difficult is the subject of some debate.)

 

I also don't feel that this amendment is advisable. Personally, I'd prefer to strike adjournment from the order of business instead. It is worth considering that, at some time in the future, you might be the one who wants to end the meeting while other people have motions they insist on considering first. :)

 

More importantly than my own opinions, based upon the facts provided, I can't imagine why the assembly you're describing would possibly agree to this amendment.

 

In my opinion, if a time for adjourning has been previously established, as in the instant case, a motion to adjourn before that time is simply a main motion, and is out of order while business is pending. A question remains, however, as to exactly what is meant by the phrase "while business is pending."

 

A further question remains as to what vote is required in order to adopt such a motion to adjourn. In this connection, I think that what is said on page 241, lines 4-6, with respect to adoption by majority vote is intended to relate only to those situations in which another meeting in continuance of the session has been scheduled. No. 3 on tinted pages 6-7, however, appears to say, without qualification, that such a motion may be adopted by majority vote.

 

Perhaps I should hasten to add that I am entirely in sympathy with the view that, if such a motion to adjourn is made at a time when it is in order, it should require only a majority vote for its adoption.

 

I would agree that what is said on pg. 241, lines 4-6 applies principally to a case where an adjourned meeting has already been scheduled, since the paragraph begins with "If an hour for adjourning a meeting within a convention or other session of more than one meeting has been scheduled..." This does raise questions about what the rules are for a motion to adjourn a session (whether it consists of one or more meetings) when an adjournment has already been scheduled, and this does not seem to be a question which is explicitly answered.

 

The general rule is that this would require a 2/3 vote, since it conflicts with a motion (or in this case, a rule) adopted by the assembly. On the other hand, it is generally understood that an assembly remains... well, assembled only with the consent of its members. So I'm skeptical of preventing a majority from adjourning (even when affording the minority an opportunity to debate the motion to adjourn), unless the assembly has explicitly adopted a rule intending to prevent this.

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  • A motion to postpone indefinitely could be made by a member,  it requires a majority vote and is debatable (and debate can go into the merits of the main motion).

A member could "Object to consideration" this requires a 2/3 vote and is not debatable. (And it must be made before any debate on the main motion has begun, or any subsidiary motions stated by the chair, except "lay on the table".)

Be wary of any attempt to "Table the motion". You should read section 17 (starting on page 209) so that you are prepared to defend yourself against improper use of the motion to lay on the table. See also: http://www.robertsrules.com/faq.html#13

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I don't think such language is advisable in the bylaws. A majority should always have the ability to adjourn the meeting.  Depending on your quorum, such a bylaw might have no teeth, since a large group could just leave. 

 

Amen.

 

I can't imagine why the assembly you're describing would possibly agree to this amendment.

 

And amen.

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Just to be clear, the blue text is not mine, but rather Mikalac's comments on what I wrote :)

 

Mikalac is quite right about Object to consideration being out of order in this case. I had forgotten that!

 

BTW, I wonder why you have 150 amendments to your own revision?   But if someone offers Postpone indefinitely, it is no real threat since you will lose no opportunity to make your case and try to sway the majority to reject postpone indefinitely and then adopt your revision.  You don't need to "forestall" it.

 

Another tactic your opposition might use is to move to commit the revision (perhaps to the bylaws committee if there is one).  Even those sympathetic to your cause could have reason to believe that careful consideration by a smaller group would be advisable. 

 

 

 

  • A motion to postpone indefinitely could be made by a member,  it requires a majority vote and is debatable (and debate can go into the merits of the main motion).
  • Opens the main motion to debate, so I could forstall it with my 150 amendments to my revision, but would probably fall on my sword doing so.
  • A member could "Object to consideration" this requires a 2/3 vote and is not debatable. (And it must be made before any debate on the main motion has begun, or any subsidiary motions stated by the chair, except "lay on the table".)
  • Robert says (268) that this cannot be applied to an incidental motion, which my revision is.
  • Be wary of any attempt to "Table the motion". You should read section 17 (starting on page 209) so that you are prepared to defend yourself against improper use of the motion to lay on the table. See also: http://www.robertsrules.com/faq.html#13
  • Robert says (210) that this cannot be used to kill a motion. Must have a valid reason.

 

 

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Suppose that my revision is placed as a line item on the agenda. Suppose that the owners do not adjourn prematurely, but when it comes to my revision, a motion is made do away with it in some orderly Robertian manner (What?). Is a 2/3 vote required to eliminate it?

 

Any attempts to do away with the revision (or to speed up its consideration) will require a 2/3 vote or will be debatable. The motions for the Previous Question and to Limit Debate require a 2/3 vote. Postpone to a Certain Time is debatable and, if I understand correctly that the owners only meet annually, is not in order unless the assembly first schedules an adjourned meeting. Commit is debatable. Postpone Indefinitely is debatable and opens the main question to debate.

 

Based on the facts provided, if I was one of the members who wished to dispose of the revision, I would probably use Postpone Indefinitely followed by the Previous Question if I felt that I had a 2/3 vote on my side. If not, I'd use Commit.

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