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AGM Agenda


gpeastwoo

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I have never seen it happen, but it seems that the presiding officer (and the rest of the assembly) can still follow the proposed agenda regardless of whether it was formally adopted.

 

Edited to add:  On second thought, I have seen it happen.  They just followed their standard order of business and stuck in the elections wherever it seemed appropriate.   I don't think it's that unusual for organizations to fail to formally adopt an agenda at such meetings, especially if it is not much different from their  regular monthly or quarterly meetings.

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I have never seen it happen, but it seems that the presiding officer (and the rest of the assembly) can still follow the proposed agenda regardless of whether it was formally adopted.

 

Edited to add:  On second thought, I have seen it happen.  They just followed their standard order of business and stuck in the elections wherever it seemed appropriate.   I don't think it's that unusual for organizations to fail to formally adopt an agenda at such meetings, especially if it is not much different from their  regular monthly or quarterly meetings.

Thanks Richard... I am asking in reference to an AGM. If I read you correctly, the Chair can still move forward if the Agenda is not adopted during a motion to adopt the proposed or revised agenda?

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So, the agenda is presented, amendments are adopted by majority vote, and the same majority won't agree to adopt the agenda itself even though they had their way regarding its contents during the amendment process?    Strange.

Now, that would be an interesting situation.   I was thinking more along the lines that the chairman simply overlooked having the agenda adopted.

 

Dave??

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The situation has not yet happened. We have an AGM this week, where this could be a potential issue, although unlikely. To clarify, a draft agenda was initially provided as part of the meeting package. Following this, one of the items on the Agenda was noticed to be not appropriate by the Governance Committee and was removed by the Chair. A 2nd draft Agenda was posted on the AGM website and will be available as members register.

The item was to have the Board's activities from the previous year ratified by the members. As the Board only acted within the scope of their responsibilities and did not contravene the Act, bylaws or RONR, the members are not required to ratify the Board's activities and there are no rules to this effect in place.

There are a few members who constantly criticize the Board actions at AGMs and have threatened to call for a vote of non-confidence in the Board at past AGMs. They may want to add this back on the agenda, but I understand this would be out of order. I believe they could make a motion to include this in the bylaws, but not at this meeting.

They may be able to muster enough support for not approving the agenda if the Chair does not put this back on the agenda, although there is nothing that grants them the authority to ratify the Board's actions. Additionally, the actions have been acted on legally.

Your thoughts?

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There are a few members who constantly criticize the Board actions at AGMs and have threatened to call for a vote of non-confidence in the Board at past AGMs. They may want to add this back on the agenda, but I understand this would be out of order. I believe they could make a motion to include this in the bylaws, but not at this meeting.

 

A "non-confidence" motion is not defined (or even mentioned) in RONR - does your association assign a meaning to it?

 

A (sort of) equivalent motion would be to censure - RONR, p. 643.   It would be perfectly proper to add that motion to the agenda, presumably under the "New Business" heading.

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They may be able to muster enough support for not approving the agenda . . .

 

If the motion to adopt the agenda is defeated, there would still be a meeting and you would follow the standard order of business (assuming your organization does not have a special order of business) as prescribed in RONR:

 

1. Reading and Approval of Minutes

2. Reports of Officers, Boards, and Standing Committees

3. Reports of Special Committees

4. Special Orders

5. Unfinished Business and General Orders

6. New Business

 

Some of these headings may not be applicable to your meeting.

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TThere are a few members who constantly criticize the Board actions at AGMs and have threatened to call for a vote of non-confidence in the Board at past AGMs. They may want to add this back on the agenda, but I understand this would be out of order. I believe they could make a motion to include this in the bylaws, but not at this meeting.

They may be able to muster enough support for not approving the agenda if the Chair does not put this back on the agenda, although there is nothing that grants them the authority to ratify the Board's actions. Additionally, the actions have been acted on legally.

Your thoughts?

 

Based on the facts provided, I'm inclined to agree that the motion to Ratify the board's actions is out of order. Such a motion would be used if the board had exceeded its authority, and you say that this is not the case. It might be proper for members to move to Rescind particular actions they disagree with, if those actions have not yet been fully carried out, but they can't just declare that the actions were invalid from the start.

 

With that said, "a motion of no confidence" is perfectly in order, although unless your bylaws provide otherwise, all that such a motion does is to express an opinion. If the members want to actually remove the board members from office, that works differently. See FAQ #20.

 

The proper course of action for the members is to move to amend the agenda, and possibly to Appeal from the decision of the chair, not to refuse to adopt the agenda. If they do so anyway, the meeting may proceed with the standard order of business.

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I thought that actions beyond the board's authority couldn't be ratified. What am I missing?

 

Those are the only actions that would ever need ratification.  Actions beyond the membership's authority can't be ratified by the membership.

 

But if the Board had the authority between meetings to carry on the affairs of the organization, as they presumably did here, a resolution to ratify would have the same effect whether passed or not, i.e., no effect, and would therefore be out of order.

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The assembly doing the ratifying can't ratify actions beyond its authority. The assembly which took the actions may well have acted beyond its authority - which is why the actions need to be ratified.

 

Of course. Thanks.

 

I think I was thinking that ratification usually occurs (at least on this forum) when members act individually and the body that they belong to ratifies their actions.

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If the motion to adopt the agenda is defeated, there would still be a meeting and you would follow the standard order of business (assuming your organization does not have a special order of business) as prescribed in RONR:

 

1. Reading and Approval of Minutes

2. Reports of Officers, Boards, and Standing Committees

3. Reports of Special Committees

4. Special Orders

5. Unfinished Business and General Orders

6. New Business

 

Some of these headings may not be applicable to your meeting.

 

But the standard order of business would not apply if there is only one meeting a year. In such a case, there would simply be no adopted order of business for the meeting unless an agenda was adopted (or an order of business was prescribed in the bylaws or the special rules of order).

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