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Jim Anderson

Failed Motion

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Failed Motion

At a Board meeting, a member of the Board made the following motion to create a “policy of the Board”:

“All proposed bylaw amendments must be submitted to the Board of Trustees by the Bylaws Committee for the discussion, refinement and approval before being presented to the membership”.

This motion failed with 2 ayes, 3 nays and 2 abstaining.

My understanding is, as this motion failed, it cannot be brought before the Board again unless “reconsidered” by one member of the prevailing side. In addition, since the motion failed, there would be no basis to “rescind” since there was no action adopted due to the failed motion.

  1. Is my understanding accurate?

  2. Could this motion be brought to the membership at a general membership meeting even though it failed in a meeting of the Board?

 

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22 minutes ago, Jim Anderson said:

“All proposed bylaw amendments must be [...]."

 

Stop right there! :o

You cannot add or subtract anything regarding the method of amendment of the bylaws -- except by amending the bylaws.

Your board cannot add a "new rule" for bylaws amendment via a board's own motion. -- You will create a conflict of rules, between the method of amendment in the bylaws, and your board's rule.

And the bylaws's method wins, every time.

So you are wasting your time, if your board is adopting extra rules for that which the bylaws already has a fixed-in-place method.

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Setting aside the content of the motion, discussed ably above:

A motion which fails may be made again at the next session.  It may be made again at the session after that, ad infinitum.  You don't need to use reconsider to reintroduce it (and that would be incorrect, unless in committee, since it's not the same session).  There is, as you say, nothing to rescind, so that motion is also inappropriate here.

If both the assembly and the board are able to act on a topic, then a motion which failed at the board could be made at a membership meeting.

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5 hours ago, Jim Anderson said:

Failed Motion

At a Board meeting, a member of the Board made the following motion to create a “policy of the Board”:

“All proposed bylaw amendments must be submitted to the Board of Trustees by the Bylaws Committee for the discussion, refinement and approval before being presented to the membership”.

This motion failed with 2 ayes, 3 nays and 2 abstaining.

My understanding is, as this motion failed, it cannot be brought before the Board again unless “reconsidered” by one member of the prevailing side. In addition, since the motion failed, there would be no basis to “rescind” since there was no action adopted due to the failed motion.

  1. Is my understanding accurate?

  2. Could this motion be brought to the membership at a general membership meeting even though it failed in a meeting of the Board?

 

The motion should have been ruled out of order the instant it was made.  The method of amending the bylaws is specified in the bylaws.  No "policy of the Board" can have any effect on that method.  

According to your bylaws, how may the bylaws be amended?

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Thank you to all responders here.

For clarification, here is what our bylaws say in regard to how they may be amended:

"These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after such amendments have been read at a previous meeting and a copy sent to each member household in writing via US Postal Service or electronic mailing at least ten (10) days prior to the meeting at which said amendments shall be considered."

Mr. Goldsworthy has cleared up a point that has been eluding me regarding the failed motion noted above. I see very clearly now that the motion in question was totally "out of order" (point made by Mr. Novosielski) and even if adopted, could never have been enforced due to the conflict with the bylaw. I also thank Mr. Godelfan for clearing up my misconception as to whether a "failed motion" could be brought again at a future date.

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While we are loath to interpret your bylaws for you, I would just point out that nowhere in the excerpt you have quoted does the word "board" appear.  

So, unless there is some other provision hiding elsewhere, there is no evidence that the board has any role whatever in amending the bylaws, nor any influence on the actions of those who do, namely, the general membership.

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Thank you Mr. Novosielski.

The excerpt I provided above is Article X of our bylaws and this is the only place in the bylaws describing amendments to them. Certain duties of the Board is described elsewhere in the bylaws such as:

"The government of the organization is vested in the Board of Trustees" and "The Board of Trustees of the organization shall be responsible for the maintenance and operation of all organization activities. Various phases of this responsibility may be delegated to officers and committees, but this shall not relieve the Board of Trustees from the ultimate responsibility for these functions"

I may be missing something however I don't see anything in the above that would give the Board authority for "discussion, refinement and approval before being presented to the membership" regarding amendments to our bylaws.

I totally understand you folks cannot interpret our bylaws and my including excerpts above does not constitute my wish for you to do so. Your comments however are very welcome if you choose to voice them.

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12 minutes ago, Jim Anderson said:

I may be missing something however I don't see anything in the above that would give the Board authority for "discussion, refinement and approval before being presented to the membership" regarding amendments to our bylaws.

Neither do I, at least as far as approval is concerned.

However, I don't think the board would need authority to discuss amendments if they chose to, presuming they learned of them when everyone else did, and could hold a board meeting before the membership meeting.  I think they might even pass a "sense of the board" resolution and make recommendations to the membership--which the membership would be free to ignore.  

Furthermore, individual board members, as members of the society, could offer amendments and argue in debate about the proposed amendments just as any other member could.  

But the board, per se, appears to have no formal role in the process, and is apparently just attempting a power grab.  Poorly.

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