Special Meeting - Board of Trustees

[Jim Anderson]

A Special meeting of the Board was called and the description for the "call" was "board discussion on bylaw vs policy". During the meeting, a motion was made to place strict "board" control over how the "bylaws committee" is to present amendments for bylaws to the membership. A "point of order" was made by a member authorized to speak, concerning the fact this motion did not meet the "call" of the meeting. The CoB with apparent disinterest in this "point of order", ignored it and proceded to call for a vote of the Board. There was a quorum present (7 of 11 total - 4 absent). According to what I get from RONR, any action taken at a special (or other) meeting not in context with the "call" must be ratified at the next meeting in order for the action to stand. The vote resulted in: 2 in favor; 3 against; 2 abstains (motion failed).

Due to the failure of the motion: (1) does the failure need to be ratified at the next meeting or (2) does the failed motion void the action all together?

[Richard Brown]

No, the "failure" or "rejection" of a motion does not need to be ratified.  If it fails to pass, there is nothing to ratify. Nothing was adopted.  There is nothing to ratify.

[Jim Anderson]

Thank you Richard. This is very helpful.

[Jim Anderson]

Quote from first post above:

13 hours ago, Jim Anderson said:

A "point of order" was made by a member authorized to speak, concerning the fact this motion did not meet the "call" of the meeting. The CoB with apparent disinterest in this "point of order", ignored it and proceded to call for a vote of the Board.

Further - In regard to the "point of order" raised (. The member presenting this motion is not a member of the Board however holds a committee chair position in our organization and according to our bylaws, as such may attend board meetings, having a voice there but no vote.

Question: Should this "point of order" been acted on and in addition, should the motion be noted in the minutes of this "special board meeting"?

[Richard Brown]

The rejected motion should be in the minutes just as much as it should be if it had been adopted. 

As to whether the "member authorized to speak" was entitled to raise a point of order is a matter of interpreting your own bylaws, something we cannot do for you.

If the member was entitled to raise the point of order, his point of order should have been ruled on, but it sounds to me like the chair did so indirectly by ignoring it.  We don't know his reasons for ignoring it.  Perhaps he felt the member was not entitled to raise the point of order.  Perhaps he thought it was not well taken.  Perhaps he didn't know how to deal with it.  We don't know.  The minutes should reflect the point of order being raised, at least of the member was entitled to raise it.  My own thoughts are that if he is entitled to speak in debate, he can raise a point of order.  That is for your organization to determine, though.

None of that changes the outcome, though.  The matter of the failed motion is moot because the motion failed, regardless of what rules may have been violated in the process.  Nothing was adopted.

 

[Gary Novosielski]

I think a larger question is whether a motion that the board instruct a committee, when that committee reports not to the board but to the membership, is in order at all, even if it was mentioned in the call of the meeting.

And I think the larger answer is No.