Motion not on agenda

[crawale]

At a BOD meeting a motion arose out of a discussion. The agenda stated the item was a discussion. No point of order was raised and it had happened before that a motion not on the agenda was called and voted on. Some members now say this motion was illegal. Please comment. The motion was objected to because of the substance not the process.

[Richard Brown]

Perhaps Question and Answer No 14 re agenda will help:  http://www.robertsrules.com/faq.html#14

 

It is unusual to put something on an agenda just for discussion, but, even if it is done that way, it does not prevent a member from actually making a motion at that time arising from the matter being discussed.  Usually, a motion is made first and then discussion follows, not the other way around.

 

In addition, the agenda can be amended at any time, even in the middle of the meeting.   Also, during the "new business" portion of the agenda, any member is free to make a motion on any topic unless you have a rule to the contrary.

 

Finally, even if there was a breach of the rules regarding the agenda or order of business, the breach is waived and the rule is deemed suspended unless a member makes a timely point of order at the time of the breach.  It is too late now.

[jstackpo]

The "some members" are way too late to object.  Presuming your rules about motions and agendas were violated (I'm willing to bet they weren't, but that is another story for a different topic/thread here) the point of order should have been raised immediately when the rule was broken.  Later is too late - p. 250.

[crawale]

Thank you for your replies. I am concerned that our attorney thinks this was illegal.

He says the agenda should have been amended. I can cite 6 out of 12 monthly meetings where a similar circumstance occurred - motions either not being on the agenda at all or arising from what was billed on the agenda as discussion. This particular motion was to terminate the Association's management company and arose from a discussion of the contract with the management company. The management company say the termination is invalid because the item was only on the agenda as a discussion.

[Edgar Guest]

I am concerned that our attorney thinks this was illegal.

 

I would be too.

[Dan Honemann]

Thank you for your replies. I am concerned that our attorney thinks this was illegal.

He says the agenda should have been amended. I can cite 6 out of 12 monthly meetings where a similar circumstance occurred - motions either not being on the agenda at all or arising from what was billed on the agenda as discussion. This particular motion was to terminate the Association's management company and arose from a discussion of the contract with the management company. The management company say the termination is invalid because the item was only on the agenda as a discussion.

 

If your attorney says this violated some statutory provision applicable to your organization, then you have good reason to be concerned. If he says it is illegal because it violates some rule in RONR, then you will need to provide additional facts to indicate that this is the case. Based solely upon what you have posted, it is too late to complain about what happened (as noted in post # 3). The action stands.

[crawale]

Again thank you for your replies.

Below is the rationale for the attorney's statement that the vote was not legal.

Once the agenda is adopted, it cannot be changed without proper approval. RONR (11th Ed.), p. 373, ll. 3-5 (“After an agenda has been adopted by the assembly, no change can be made in it except by a two-thirds vote, a vote of a majority of the entire membership, or unanimous consent.”).

In other words he is saying that unless the item SPECIFICALLY states a motion then a motion cannot be made on the item. There were some complaints about the subject matter of the motion but absolutely no statement of 'Point of Order' which I, as the Chair would have ruled at the time was 'not well taken'

because we had operated like this in the past - even to the extent of making motion when not even

the subject matter was on the agenda.

[Dan Honemann]

Again thank you for your replies.

Below is the rationale for the attorney's statement that the vote was not legal.

Once the agenda is adopted, it cannot be changed without proper approval. RONR (11th Ed.), p. 373, ll. 3-5 (“After an agenda has been adopted by the assembly, no change can be made in it except by a two-thirds vote, a vote of a majority of the entire membership, or unanimous consent.”).

In other words he is saying that unless the item SPECIFICALLY states a motion then a motion cannot be made on the item. There were some complaints about the subject matter of the motion but absolutely no statement of 'Point of Order' which I, as the Chair would have ruled at the time was 'not well taken'

because we had operated like this in the past - even to the extent of making motion when not even

the subject matter was on the agenda.

 

Even if it is correct to say that, unless an item on an agenda "SPECIFICALLY states a motion then a motion cannot be made", which isn't so, it is too late to raise a point of order concerning the matter (RONR, 11th ed., pp. 250-51).

[jstackpo]

I would CERTAINLY not argue the law with an attorney, but if he/she claimed to be a parliamentarian, I would argue about procedure, thusly:

 

Since no TIMELY point of order was raised when the off-agenda motion was made (p. 250) it is too late, after the fact, to do so and claim any impropriety (not speaking to the "legality" question).  "Complaints" don't count, when no ruling by the chair is offered.  In effect, by not raising a point of order the membership present acquiesced to the introduction of the off-agenda motion, by unanimous consent.  So the motion was validly considered and adopted.

 

I'm presuming the motion doesn't fall under any of the "continuing breach" categories listed on p. 251.

[Tom Coronite]

In other words he is saying that unless the item SPECIFICALLY states a motion then a motion cannot be made on the item.

 

 

 

Using that logic, wouldn't every word spoken in debate need to be on the agenda prior to it being spoken, also?

[Dan Honemann]

I would CERTAINLY not argue the law with an attorney, but if he/she claimed to be a parliamentarian, I would argue about procedure, thusly:

 

Since no TIMELY point of order was raised when the off-agenda motion was made (p. 250) it is too late, after the fact, to do so and claim any impropriety (not speaking to the "legality" question).  "Complaints" don't count, when no ruling by the chair is offered.  In effect, by not raising a point of order the membership present acquiesced to the introduction of the off-agenda motion, by unanimous consent.  So the motion was validly considered and adopted.

 

I'm presuming the motion doesn't fall under any of the "continuing breach" categories listed on p. 251.

 

If the advice given is based upon some statute applicable to this organization which provides that, unless an item on an agenda "SPECIFICALLY states a motion then a motion cannot be made on the item" (or words to that effect), then, as previously noted, there is good reason to be concerned. However if this were, in fact, the case, I can't imagine why RONR (11th Ed.), page 373, lines 3-5, would be cited as the basis for the opinion rendered.

[Gary Novosielski]

At a BOD meeting a motion arose out of a discussion. The agenda stated the item was a discussion. No point of order was raised and it had happened before that a motion not on the agenda was called and voted on. Some members now say this motion was illegal. Please comment. The motion was objected to because of the substance not the process.

 

You don't say whether the motion was adopted.  If enough people objected to the substance, and voted No, then the motion would not be adopted.  If a majority voted Yes, it would be.

 

It's not only not a continuing breach, it's not a breach in the first place, at least according to RONR.  Although you seem to have it somewhat backward (discussion usually arises out of a motion, not the reverse)  members have a right to make motions, and it would take a pretty high-level rule to the contrary to remove this fundamental right of membership.