Motions from floor

[Guest Linda J]

Our bylaws state:

b. Written notice of the Annual Meeting shall be mailed or emailed to all members at 
least thirty (30) days prior to the date of the Annual Meeting, and shall include the 
date, time and location of the meeting, a list of nominations for Board of Trustees 
positions, the proposed annual budget and any other matters to be considered and 
voted upon. 

Does the wording... any other matters to be considered and 
voted upon...preclude motions on other items not sent out?

[Chris Harrison]

It would be up to you all to interpret your own bylaws.  See RONR pp. 588-591 for some principles to help in doing that.

[jstackpo]

And the mechanics of "interpreting your own bylaws" is to simply make a non-noticed motion from the floor (presumably of some substance - a serious motion).  Then wait for a point of order from someone else (or an immediate ruling from the chair) and appeal it.  Majority then decides.  See pp. 247-267 for important details  --  do your homework.

Should be a fun meeting  --  fun for the parliamentarian, anyway...

[Guest Linda J]

1 hour ago, jstackpo said:

And the mechanics of "interpreting your own bylaws" is to simply make a non-noticed motion from the floor (presumably of some substance - a serious motion).  Then wait for a point of order from someone else (or an immediate ruling from the chair) and appeal it.  Majority then decides.  See pp. 247-267 for important details  --  do your homework.

Should be a fun meeting  --  fun for the parliamentarian, anyway...

Is it true that if the motion conflicts with another section of the bylaws than the motion can be ruled out of order. For example...the bylaws give power to the board to recommend the renewal of contracts. If the board does not recommend the renewal of a contract can the membership make a motion to renew without amending the bylaws to take away this provision? Does it also follow that the amendment to the bylaws would have to follow the  article in the bylaws dealing with amendments and would require 10 days notice?

Amendments to these Bylaws must be in writing and must be proposed by the Board of 
Trustees, or by at least ten percent (10%) of membership units of the Congregation, and filed 
with the Board. Such amendments may be acted on at any regular meeting of the 
Congregation or at any special meeting called for that purpose. Copies of proposed 
amendments shall be mailed or emailed to each member with notice of the meeting at least 

ten (10) days prior thereto. An affirmative vote of two-thirds (2/3) of the members present 
and voting shall be necessary to adopt an amendment. 

[Gary c Tesser]

4 hours ago, Guest Linda J said:

... Does the wording... any other matters to be considered and 
voted upon...preclude motions on other items not sent out?

1.  Linda J, please explain how that wording could possibly be taken as to mean that other motions are allowed??  How could it mean precluded, disallowed, prohibited (choose your synonym)?  I am at a loss to see it.

(MIndful, Linda J., that this would be only an academic discussion, since only your organization can determine the meaning of its bylaws; so, the opinions of anyone else, even the regular contributors to this, the world's premiere Internet parliamentary Internet forum [Reg. Penna. Dept. Agr.], are of no consequence. )

[Gary c Tesser]

2 hours ago, Guest Linda J said:

Is it true that if the motion conflicts with another section of the bylaws than the motion can be ruled out of order.

2.  Yes, of course:  not only can it be, it should; it must.  Linda J., please, how could it not be?

But O, Linda J.,  the example you follow this question with, doesn't really apply.

[Gary c Tesser]

2 hours ago, Guest Linda J said:

Is it true that if the motion conflicts with another section of the bylaws than the motion can be ruled out of order. For example...the bylaws give power to the board to recommend the renewal of contracts. If the board does not recommend the renewal of a contract can the membership make a motion to renew ...? ...

3.  Please, Linda, how could this possibly be true, unless the bylaws also forbid (I mean explicitly, by which I mean somewhere else, because it's not happening here) the membership from acting on renewal of contracts without a recommendation by the board?

[Gary c Tesser]

2 hours ago, Guest Linda J said:

...  If the board does not recommend the renewal of a contract can the membership make a motion to renew without amending the bylaws to take away this provision?

4.  Yes, of course -- unless your organization determines that the bylaws say that the membership must receive a recommendation from the board before the membership can act.

OR, TO PUT IT THE OTHER WAY:

4 ( b ) No, absolutely not -- IF your organization determines that the bylaws do, indeed, mean, instead, that the membership must sit on its hands (preferably each member sitting on his or her own, or the meeting might get wiggly) until the board feels like giving the membership a recommendation.

[Gary c Tesser]

2 hours ago, Guest Linda J said:

...  Does it also follow that the amendment to the bylaws would have to follow the  article in the bylaws dealing with amendments and would require 10 days notice? ...

5.  Well, I don't see how it would follow from any of that previous stuff; but of course, amending the bylaws needs to be done by following the rules for amending the bylaws.  Linda J., how would you see it otherwise?

[Gary c Tesser]

(Maybe more later, but the Jets start in 20 minutes; and at $4.50 an hour, I'm plumb wore out.)

[Shmuel Gerber]

1 hour ago, Gary c Tesser said:

1.  Linda J, please explain how that wording could possibly be taken as to mean that other motions are allowed??  How could it mean precluded, disallowed, prohibited (choose your synonym)?  I am at a loss to see it.

Huh? If other motions aren't allowed, then aren't they precluded?

[Guest GuestXIV]

I think Linda J's question about the meaning of her bylaw that says "any other matters" is a reasonable question.

One of the possible meanings of ANY is ALL.   If ALL motions must be in the notice, it would preclude other motions from being in order. (It might be worth checking state law to see whether that interpretation is valid, since a bylaw that conflicts with law is invalid.  For example, the Maryland Condo Act says there must be at least one meeting of the Council of Owners per year at which any condo-related matter may be raised, which means no motions are precluded, regardless of what the bylaws say.)

But it might not mean ALL in her bylaw.  Other bylaws presumably enumerate the powers delegated to the Board.  On matters not delegated to the Board, would it make sense for the Board to control which motions are in order at the Annual Meeting?

There's also the practical matter of who decides which motions will be included in the notice.  Five years ago, at a Board meeting I told our condo's Property Manager that I had two bylaws amendments I wanted the Council of Owners to vote on at the upcoming Annual Meeting, and he said they would be included in the notice if I submitted them by the next day... which I did.  The entire Board heard the Property Manager say that, and no one objected.  But the Secretary chose not to include them in the mailing, apparently on her own.  Since state law requires 15 days notice for bylaws amendments, we didn't get to vote on them.

[Shmuel Gerber]

31 minutes ago, Guest GuestXIV said:

I think Linda J's question about the meaning of her bylaw that says "any other matters" is a reasonable question.

One of the possible meanings of ANY is ALL.   If ALL motions must be in the notice, it would preclude other motions from being in order.

That's a fair point, although it is more important to view the whole provision in context, rather than focus on the dictionary definitions of one word. But as the first two responders (not so heroic as two first responders) in this topic have already noted, it is up to the society -- not us here at the RONR forum -- to determine the meaning of the bylaws.

24 minutes ago, Guest GuestXIV said:

For example, the Maryland Condo Act says there must be at least one meeting of the Council of Owners per year at which any condo-related matter may be raised, which means no motions are precluded, regardless of what the bylaws say.

Reference to, and interpretation of, particular statutes is outside the scope of this forum, so please don't bring that into the discussion.

29 minutes ago, Guest GuestXIV said:

But it might not mean ALL in her bylaw.  Other bylaws presumably enumerate the powers delegated to the Board.  On matters not delegated to the Board, would it make sense for the Board to control which motions are in order at the Annual Meeting?

There's also the practical matter of who decides which motions will be included in the notice.

That is why RONR (11th ed., pp. 123-4) provides the following rule for the giving of notice:

"Instead of being given at a meeting, a notice can also be sent to every member with the call of the meeting at which the matter is to come up for action, except where the rules of the organization provide otherwise. In such a case, the member desiring to give the notice writes to the secretary alone, requesting that the notice be sent with the call of the next meeting; and the secretary should then do this at the expense of the organization."

30 minutes ago, Guest GuestXIV said:

Five years ago, at a Board meeting I told our condo's Property Manager that I had two bylaws amendments I wanted the Council of Owners to vote on at the upcoming Annual Meeting, and he said they would be included in the notice if I submitted them by the next day... which I did.  The entire Board heard the Property Manager say that, and no one objected.  But the Secretary chose not to include them in the mailing, apparently on her own.  Since state law requires 15 days notice for bylaws amendments, we didn't get to vote on them.

This anecdote doesn't really shed any light on Linda J's situation -- and it once again involves application of a particular state statute.

[Guest Linda J]

Now I'm really confused.  Let me try again...

1.Does the wording... any other matters to be considered and 
voted upon...(see above) mean that members must be notified of any matters to be discussed at the Annual Meeting. In other words...no new motions from the floor. (It looks like most are saying that this is an interpretation of bylaws question so it should be left to organization.)

2. Let's assume that it doesn't mean a motion needs notice and someone makes a motion from the floor at the annual meeting to overturn the boards decision to let a contract expire without renewing...Is this motion out of order if it is the board's power according to the bylaws to decide the fate of the contract?

3. Taking it another step...would the members, if they really wanted to renew this contract, have to amend the bylaws to take that power away...which would entail giving notice and therefore a vote could not be taken at the annual meeting but at a subsequent meeting?

4.Finally, if members really wanted to overturn this decision I suppose they could put up their own list of nominees for the board at the annual meeting and overturn the decision when the new board meets. 

Just want to be prepared for all contingencies...

 

[jstackpo]

By the numbers...

1)  Yes, it is a bylaws interpretation question.

2)  Can't tell.  I would have to read your bylaws in detail to offer an opinion.

3) To amend the bylaws you would have to follow the amendment rules and steps in your bylaws whatever they are.

4)  That would work.  (Sort of like last Tuesday!)

[Guest Linda J]

11 minutes ago, jstackpo said:

4)  That would work.  (Sort of like last Tuesday!)

Exactly!

[Gary c Tesser]

On 11/13/2016 at 0:22 PM, Gary c Tesser said:

1.  Linda J, please explain how that wording could possibly be taken as to mean that other motions are allowed??  How could it mean precluded, disallowed, prohibited (choose your synonym)?  I am at a loss to see it....

 

On 11/13/2016 at 1:52 PM, Shmuel Gerber said:

Huh? If other motions aren't allowed, then aren't they precluded?

Hmm.  Maybe I got that backwards. gimme a minute.

[maybe 20 hours later}

OK, yup, I probably got it backwards.  I read "b. Written notice ... shall include ...  any other matters to be considered and 
voted upon" to mean "Written notice ... shall include [this, that, and the other thing] ...  and that any other matters ...be considered and voted upon".  Which it clearly doesn't say, nor, probably, doesn't mean.  By which I mean, that's my interpretation of this bylaws excerpt, which I'm clearly not gonna try to interpret, here on the world's premiere Internet parliamentary forum (I think I left something out again).  Which is the reverse of my previous interpretation, which of course I didn['t do any of.

(Whew!  Dodged that bullet by a whisker)

 

 

[Gary c Tesser]

On 11/13/2016 at 7:22 PM, Guest Linda J said:

Now I'm really confused. ...

Glad to be doing my part.