Tabling a previously voted on motion

[Guest Tsmyth]

At our Annual Meeting in early September, a member made a motion to amend our current Bylaws.  All proper procedures were follow.  Motion was seconded, there was a discussion, it was voted on by the members that were present at the meeting and the vote passed to send the proposed amendment to the bylaws to our entire membership for a ballot vote next spring. [we are a seasonal campground, where we operate only 6 months out of the year.]

 

Since I was involved in the rewriting of the potential Bylaw Amendment, I submitted it to the BOD for a review, since they did not have a final draft. There was a discussion at the last Board Meeting of the season this past weekend, which I did not attend as I had left for home in FL, but was given updates by a few members.  It seems our motion that was passed in Sept was "tabled" until our Rules & Bylaws Committee could go over it and then "they" would submit it to the BOD before sending to the full membership.

 

I do not think this was legal.  No where within our Rules, Bylaws, Article of Incorporation does it state that any amendments has to be presented by the Committee nor does said committee have a written directive from the BOD to do so.

 

Any guidance I could get would be greatly appreciated.

 

Terese Smyth

[Hieu H. Huynh]

If your bylaws do not require review of the Rules & Bylaws Committee (or your BOD) as part of the amendment process, then it does not need to be done.

[Guest Curious]

I would check the bylaws again very carefully. In some organizations, amendments are automatically referred to such a committee.

 

If neither your committee nor your board have the power to review amendments, then send a letter to the Secretary demanding that the amendment be forwarded to the membership per your rules. If the board stonewalls you, it may be necessary to call a special membership meeting to deal with their intransigence.

[Guest Tsmyth]

this is all that is stated in our Bylaws

 

These Bylaws may be amended by a majority (220) votes of the membership.  The amendment(s) must have been made available to the holders of memberships in writing/email/website or other means at thirty (30) day prior to the vote.

 

 

And under "Committees" it reads

 

Each standing committee shall have those powers specifically enumerated by the Board of Directors.

I was on the Rules & Bylaws Committee for 5 years and I had never heard of or received any written directive from the BOD as to having any duties.

[Guest Curious]

How was this Rules & Bylaws Committee created? What powers was it given? If it's not defined in your bylaws, you may have to go back and review the minutes to find out.

[Richard Brown]

I suspect very strongly that neither the Board nor the bylaws committee has any authority to be intervening in this case.  Any such right would have to be spelled out in the bylaws. 

[Guest Tsmyth]

 

Gene H– Site 438 – motion to present to membership in May for vote a amendment to the bylaws to remove district alternates, this gives each district two voting representative and also gives change to quorum for 6 directors to conduct any business. ” Second to the motion, Gerry R Site # 246

Amendment was made to the motion to “We have 10 total district directors and 1 president elected at-large by the membership.

Accepted the amendment – Gene H, site 438 and seconded by Gerry R - site 246.

Call to vote for the motion, the motion passes 87 Yes to 61 NO

That was the snippet from our Annual Meeting, under New Business.

 

Guess another question -- if a motion is made to possibly amend Rules or Bylaws, can it just be under "New Business" or does it have to be specifically listed on the agenda for the meeting?   Our agenda goes out 30 days in advance for this meeting.

 

As for the Committee, people just volunteer to be on it, and generally the President of the BOD is on it also as the Liaison.

 

and as i stated above, I have never seen a directive from the BOD for this committee.

 

Generally, when the Rules & Bylaws committee wants to make changed, either due to members wanting change or just adjusting "for the times", there are meetings with minutes taken and the modifications made.... once the committee is happy with the way they all read, it is presented to the BOD for approval to submit to the membership, then once it is voted on either at our Members' meeting or annual meeting and passes, then it goes out for a ballot vote to the entire membership.  BUT - none of this is in a Mission Statement describing the "job description" of said committee.

[Guest Tsmyth]

thanks Richard.  That is what I was hoping to hear.

[Guest Curious]

While I share Mr. Brown's suspicion, it's possible that automatic referral of amendments to the Rules & Bylaws Committee was set up as as a special rule of order by the appropriate vote. That's why you need to know how this committee was created, what powers it has been given, and if they are possibly in conflict with your bylaws.

[Gödel Fan]

It sounds like this organization has special rules of order deviating from RONR, or else has adopted some customs that deviate from RONR, likely on a series of misunderstandings.  What, exactly, is your bylaw amendment process?  What assembly held the first vote that allows the proposal to go to the general membership?  Why was it passed to the BOD in the first place, if no rule so directs?  (I also note that we have yet another example of giving a vote threshold, and then putting a specific number in parenthesis.)

 

You might also want to ask your Secretary to write the minutes in full sentences and to record the exact language of motions.

[Guest Tsmyth]

I will have to admit, our Board had been run, until just recently by a man who did not follow many rules [with the exception of his own].  He could rarely be questioned on what and why he did things. He rarely followed Rules much less Bylaws and had no knowledge of Robert's Rules.  He is finally off of the BOD and has left the "membership".  We have a very "green" BOD, who are trying their best to do things correctly, but I find that certain "players" who I call "of the Old Guard" still have a bit of control and can pull strings.

 

SO, series of misunderstandings... Most likely.  I still see "power struggles" within our Powers that Be.

 

>>What, exactly, is your bylaw amendment process?  

What assembly held the first vote that allows the proposal to go to the general membership?

Why was it passed to the BOD in the first place, if no rule so directs?

 

We had a small group within our membership that wants to attempt to change the structure of our BOD.  Currently, our Park [we are a member owned campground/RV park] has 5 Districts.  Each District has a District Director and an Alternate Director.  The Alt has no powers for anything unless the Dist Director is not present, then he has the powers of the Dist Dir.

Quorum of our BOD is only 3. Many of our members believe that is too few people making decisions that effects the entire membership of 436, so we are attempting to amend our Bylaws to eliminate the Alternates giving each districts 2 voting directors and adding a President at Large.

 

Process for amending - generally it is done thru our Rules & Bylaws Committee, though this is all our Bylaws says about amending

These Bylaws may be amended by a majority (220) votes of the membership.  The amendment(s) must have been made available to the holders of memberships in writing/email/website or other means at thirty (30) day prior to the vote.

 

What assembly.... ?

This was done at our Annual Meeting of the Membership.  The motion was made to amend the bylaws to eliminate the Alternate Directors and add a President at Large.

 

I do not believe it was ever "passed to the BOD",  at the last general board meeting of the year, which was last Saturday, the final document was submitted to the BOD [as a courtesy] so they could see what the Bylaw would read if it was amended.   It was to be mentioned to the members that the ballots for voting on this would go out in March and votes would be tallied at our Members' Meeting in May.  I totally agree that it should not have gone to the BOD or Committee because we have not Rule, Procedure, or anything that states that is the way it has to be done.

 

TO me, it is a control thing by certain members --- ones that do not follow rules, bylaws or Robert's Rules.

It's the main reason I came here for guidance.

 

I really appreciate all the participation....

 

Terese Smyth

 

As i stated above, I was not at this meeting since I had "gone home" for the winter months but I was notified by a few other members who attending and they told me it was tabled and had to go through and be presented by the Rules & Bylaws Committee.  Which I protested to the Pres of the BOD about, stating they can not do that.

I also heard just today that "some" feel that it was not done correctly because the motion was done under New Business, and it was not on the Agenda as a Bylaw Amendment.

 

 

 

 

 

[Guest Tsmyth]

Hmmmm,.  can't find the edit option.... that last paragraph should not have been there, but up in the middle of my replies.... sorry 'bout that.

[Guest Curious]

I totally agree that it should not have gone to the BOD or Committee because we have not Rule, Procedure, or anything that states that is the way it has to be done.

 

If that's truly the case, then the amendment should be sent out for a vote according to what was agreed upon at the membership meeting.

[Gödel Fan]

Well, wait a second.  Do you have any bylaw provisions establishing absentee/asynchronous voting?

 

I'm still not understanding the original motion.  According to your bylaws, amendments require notice (and a majority vote).  It sounds like a member moved to amend the bylaws - that motion wouldn't be in order, but the chair should suggest, instead, that the member give notice.  Then a vote was taken, seemingly on whether or not to vote on the amendment again - I don't see why you needed to do that, since it would be appropriate, even if that vote failed, to give 30 days notice and introduce the motion at the next meeting.  The Board then seems to have claimed to table this motion - but the motion never was before the Board, it will be before the membership if introduced at the next meeting.  The Board can't table a motion that isn't before it - and an item laid on the table must be taken up at the same session or the next, or else it dies - and certainly tabling is not referring, nor is it postponing to a certain time, so the Board action isn't sensible to me, in several ways.  

 

The member who wishes to move it, then, should give notice 30 days before the next meeting, and then move the amendment at the meeting, unless there are other bylaws not yet discussed that establish some sort of automatic referral.  Failing such a provision, the Board has no authority here, and nothing stops the member from giving notice and introducing his motion.  

 

I remain unclear on what happened at the Annual Meeting, precisely, though.

[Guest Tsmyth]

>> Do you have any bylaw provisions establishing absentee/asynchronous voting?

We vote by Ballots that have been mailed out at least 30 days in advance.  They are either mailed back or handed back in to our office and they are tallied at one of our 2 big meetings; the Members' Meeting or the Annual Meeting. Rules or Bylaws can only be amended at one of our Membership meetings.

 

>>asynchronous -- no, in many ways, we have not moved into the 21st century.  There is 1 board member who is trying to work on that though, electronic voting.

 

In the past, [i have only been a member for 9 yrs] there were votes for amendments for rules / bylaws using both absentee and in person with ballots AND with proxies.  I do believe the BOD realized we shouldn't be doing that, so the past year we have not.   Like I said, we have a new board now and I think we are moving in the direction of doing things correctly.

 

>>I remain unclear on what happened at the Annual Meeting, precisely, though.

Under "New Business" a member made a motion to eliminate the Alternate Directors from our BOD and instead have 2 Directors with voting power, changing the Quorum of the BOD from 3 to 6 to conduct any business. Motion was seconded. Then another member, who is now a Board Member, added another motion to add a President at Large, it was also seconded by the gentlemen who made the first motion and the seconding of the first motion.  There was a discussion within the membership, then the BOD took a show of hands from the membership present to "ask" them if this question should be presented to the membership at our May Member's meeting.  Majority of those present won, so it was stated that this question [possible amendment to the Bylaws]  

 

~~ After I reread the minutes and thought more on the process... i think i got a step of head of what the next step is.  I will have to contact the secretary.

I believe that the next step is just to present to the membership, explain it to them and explain the "why" behind it.   THEN, it goes out for the vote.

 

The way things work in our park, everything is at a snails pace... takes a year to get anything done, if not more.

 

My original quest was to find out if "the powers that be" BOD can table the motion.

 

I am thinking they can not.

 

I'm sorry this all sounds to confusing.  We have Bylaws that are quite vague, something we've been trying to change, but as you can see... that is not an easy thing to do.

 

again -- Thanks for all your input and guidance.

 

Terese Smyth

[Gödel Fan]

Well, if you're voting by mail, that is asynchronous.  From what you've told us, I don't see that anything had to happen at any meeting, then - the section you quoted seems to say that you vote by ballot with 30 days notice.  I'm guessing (hoping) that somewhere else in the bylaws, you authorize the use of mail ballots, since RONR would otherwise proscribe them.  In any case, though, I'm not seeing anything requiring a vote at a meeting before sending out ballots.  I'm also not sure about this "adding" of a motion, but I'll assume it was an amendment of some sort.

 

So, if I get the practice right, there's no voting on the actual amendment at the meeting, but rather a counting of mailed in ballots.  That's certainly better than mixing in-person voting with mail voting.

 

In any case, to get out of weeds and deal with your original question (for clarity) - no, unless the bylaws say otherwise, the BOD has no role in bylaw amendment.  The BOD, like any body, is also prohibited from misusing "lay on the table" (although that fight seems lost years ago).  It's not theirs, and they can't do anything to it (except vote on it in their capacity as members, assuming they are members).

Perhaps it would be wise, instead of trying to change the governance structure, to first amend the provisions for amending the bylaws.

[Guest Tsmyth]

Thanks Godel Fan,  much appreciated.  

[Bruce Lages]

>> Do you have any bylaw provisions establishing absentee/asynchronous voting?

We vote by Ballots that have been mailed out at least 30 days in advance.  They are either mailed back or handed back in to our office and they are tallied at one of our 2 big meetings; the Members' Meeting or the Annual Meeting. Rules or Bylaws can only be amended at one of our Membership meetings.

 

 

There are two statements here that appear, to me at least, to be in direct conflict with each other. If RONR is your parliamentary authority, then a statement that "Rules or Bylaws can only be amended at one of our membership meetings" means that voting, as well as any other actions taken on the motion, must take place in person at a membership meeting. How then can you be mailing out ballots and conducting absentee voting? If that quoted statement is directly from your bylaws then voting by absentee ballot is clearly not in order.

[Guest Tsmyth]

Bruce,

 

Sorry, I guess I misspoke, or mis-typed....   The way they are amended is by the counting of the ballots at one of the two big meetings.   I have to admit, it is not written in our Bylaws this way... it is just the way it's always been done.

 

Like I stated somewhere -- I have only been there 9 years, the Park has been "member owned" since 1979.  I am assuming it has just always been done this way.

 

Having been on the Rules & Bylaws Committee, I have tried and failed to get changes made.  The documents have a lot of gray areas; where things are just unclear.  Hopefully one day....

Though amending them are quite difficult as just getting a majority to "return" a ballot, getting a majority to vote "yes" is even more difficult.  So we spin our wheels a lot.

 

Terese

[Richard Brown]

I think we have to get one fundamental question out of the way.... unequivocally.  Do the bylaws specifically authorize absentee voting (voting by mail)?  If not, then it is not permissible.  Period.  Voting must  take place in person at a meeting.   I might add that I think references to "synchronous" and "asynchronous" voting only confuse the issue.  Those terms are more properly applied to meetings, not to voting.  In addition, many guests posting on here don't have a clue what those terms mean.  I think it is more helpful to stick to"in person voting" vs "absentee voting" or voting by mail (and/or the use of proxies).

 

I think we are all in agreement that based on what we have been told about the bylaws, the Board had no business getting involved in this.

 

I tend to agree that since the membership meetings of this organization appear to take place less often than quarterly, it is improper for a motion (or proposed bylaw amendment) to lay over or be postponed until the next meeting which will be be six months or more away.  It is improper to postpone anything to a meeting which will not be held within the next quarterly time interval.  The only way to do that is by referring the motion to a committee, which does not seem to have happened.  So, the motion (proposed bylaw amendment) should be submitted anew, just as if it had never been made before, at the next meeting.  It should be properly noticed in advance of the meeting in the manner required by the bylaws for bylaws amendments.

 

If voting by mail is permitted, then you can follow the procedure mandated by the bylaws for submitting such a motion for a mail vote.

 

btw, is the "spring" meeting your next annual meeting or an interim meeting?  Your original post doesn't make that clear, but a later post indicates that you have two "big meetings" a year.    If it is desired to be able to postpone matters from one annual or semi-annual meeting to another, you should adopt a special rule of order to that effect.   Otherwise, postponing something that far is not permitted by RONR except by referring it to a committee that is to report back at the next meeting.

 

As to editing posts, members have that option, but guests do not.  However, joining the forum is free, quick and easy....and no salesman will call.  Being a member has other advantages, too, such as not having to put together those fool captchas before making posts. 

[Guest Tsmyth]

Thank you Richard.

 

Our Parks season is April 15th through October 15th, weather permitting.  Per our Bylaws, we are to have a "General" Board Meeting every month, during the "regular camping season"

We have our Members' Meeting the Saturday of Memorial Day Weekend and our Annual Meeting the Saturday of Labor Day Weekend.

 

>>Otherwise, postponing something that far is not permitted by RONR except by referring it to a committee that is to report back at the next meeting.

 

OK, so even though our Bylaws do not state, this is the way RONR states it, so the proposed amendment should [or needs to] go to the Rules/Bylaws Committee for fine tuning then resubmitted to the BOD?  If that is the way it has to be, then it has to be.

 

This is all our Bylaws state regarding governing the Park

 

ARTICLE X PARLIAMENTARY AUTHORITY
Section 1: Governing the Club

The rules contained in the current edition of Roberts' Rules of Order, Newly Revised, shall govern
the Park in all cases to which they are applicable and in which they are not inconsistent with these
Bylaws and any special rules the Park may adopt.

a. These Bylaws may be amended by a majority (220) vote of the membership. The amendment(s) must
have been made available to the holders of memberships in writing/email/website or other means at
thirty (30) days prior to the vote.

 

 

>>Do the bylaws specifically authorize absentee voting (voting by mail)?

 

No.  It's just the way it has always been done.  I can not find it in writing anywhere that it has to be done by mail.  Though it does state "majority of the vote of the membership" and that is no way we get that many people to attend the meeting -- well maybe, but not all to vote "yes".  I've seen proxies used - where the proxy holder votes for the member who is not in attendance... that is about the only way we can get things passed.  But again -- nothing in writing, and since our Bylaws state that we are governed by RONR -- that is why I come here to what out what we are supposed to be doing.

 

>>put together those fool captchas before making posts.

 

Gotcha.... Thanks.

[Gödel Fan]

The question, though, isn't whether it has to be done by mail, it's whether it may be done by mail.  What you're supposed to be doing, if mail voting isn't authorized in your bylaws, is voting at a properly-called meeting, on amendments for which proper notice has been given.  Nothing we've seen, at least, has indicated that mail voting is authorized.  

 

Regarding proxies, at the risk of being repetitive, are those discussed in your bylaws?  If not, their use is inappropriate also.

 

It's immaterial that getting the required vote threshold would be difficult; absentees have rights also, as do minorities.  Minorities, unless the bylaws provide otherwise, have the right to be heard, which is why the default is that decisions take place in a deliberative assembly:  that is, a group of people gathered in one room, able to hear each other.

 

The gentleman's point on asynchronous terminology is well-taken.  I will refrain from using it henceforth.

 

I think you may have taken Mr. Brown's point too far about referral to committee.  From what we've seen here, there's no need to refer to a committee, since there's no actual need for anything to be carried over between sessions:  you just need to give 30 days notice prior to a meeting of any bylaw proposals (it is vague on how to do so, but presumably a member could ask, say, the Secretary, to distribute such notice - my betters may have some ideas on the consequences of it saying 'made available' as opposed to 'distributed') and then vote on them at the meeting.  If a majority vote of the entire membership (that being more words than 220) votes in the affirmative, the change is made, otherwise, not.  If, for some reason, you want a motion (any motion at all, by the way) to carry over from one session to the next, the only way to do that would be to refer it to a committee.  

 

There's no specific need for this particular proposal to be referred for, as you say, "fine tuning."  In fact, that wasn't done at the meeting - instead, apparently (although I wasn't there to hear the chair put the question) it was voted to make it into a mail ballot, which your bylaws don't seem to authorize, making that motion rather meaningless.  It also, as Mr. Brown said, has no need to go back to the BOD, as it shouldn't have gone there (and, as far as I can tell, didn't) in the first place.  The member who wants to make the change should follow some sort of practice to make his proposal available to all members 30 days prior to the next meeting, and move its adoption at that meeting, in whatever form he distributed it in.  It will be subject to amendment within the scope of notice.  If it is unlikely to have enough people there to pass it, you can try offering food and beverages to members who are likely to vote yes, or try calling them and asking them to come, or whatever other politicking you deem appropriate.  Opponents of the proposal can do likewise (all, of course, outside the meeting context).  

[Tsmyth]

Got the Bylaws back out and started reading again....

 

Voting --

 

 

Section 6: Voting
Each membership which is current and in good standing shall be entitled to one indivisible vote per
membership site either in person, proxy or ballot. If multiple votes are submitted, all votes of that
membership shall be considered void.

 

Proxies -- 

 

Section 7: Proxies
a. A holder of a membership may give another person authority to represent them and vote for
them on their behalf in their absence at meetings of the Park.

b. Such proxies shall be filed with the Park Office and will be valid for 11 months from the filing date.

c. A proxy may grant full or limited voting rights and may contain instructions, which shall be
binding on the proxy holder.

d. Each proxy sent with a meeting notice shall indicate the last date on which it must be filed, be
signed and dated by the member and give the representative's name and membership site number.

e. On proxies sent with a meeting notice, each issue shall be voted on separately on the proxy. Items
not on the meeting agenda or items of "New Business" may not be brought to a vote at that meeting
unless a majority of the members present agree.

f. A member submitting a proxy may cancel that proxy prior to the call to order of the meeting by
notifying the Park Secretary in writing, in person, or check in with your District at the meeting.

[Gödel Fan]

Okay, so proxies are valid, but so far it appears mail voting is not.  That might make it easier to gather enough votes to at least make it possible to adopt a bylaw amendment.

[Bruce Lages]

Even though your bylaws allow for voting "either in person, proxy, or ballot", if - and that's a big IF - your bylaws do contain the statement that "Rules or Bylaws can only be amended at one of our membership meetings" (or words which convey that same restriction), then I believe that specific statement would overrule the more general statement about how a member can vote. One of RONR's principles of bylaws interpretation is that "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR, 11th ed. p. 589, ll.17-18). In other words, your members can vote in person, by proxy, or by mail on most matters, but if the question at hand is an amendment to a rule or bylaw, only in-person voting at a meeting is authorized.