Plain old main motion, or Motion to Amend Something Previously Adopted?

[Small DogClub]

I'm the incoming president of a small dog club. And to preempt the inevitable Request for Information, by that I mean, a small club related to dogs. Had I meant a club for owners of small dogs, I would have written small-dog club. I have an unlimited supply of hyphens, and I know how to use them.

Our bylaws give the BOD the authority to set dues for membership: "Annual membership dues shall be as determined from time-to-time by the Board of Directors." There's a maximum above which the BOD can't go without approval of the membership, but that's neither here nor there, because there's no desire by anyone to push dues above that amount.

Our bylaws cite the current edition of RONR as our parliamentary authority. I've recently purchased both RONR 11th ed. and RONR-IB (having read RONR-IB in full while standing at my open front door immediately upon delivery by Amazon), but I still feel like a newborn gnat in a roomful of wise old mosquitoes.

Given the wording of the BOD's authority to set dues "from time-to-time," if the BOD wants to change the amount of our dues, would that be a plain old garden-variety main motion to set the dues at $xx — requiring just a plain old garden-variety majority vote — or would it be a Motion to Amend Something Previously Adopted, requiring either a two-thirds vote without previous notice, a majority vote with previous notice, or a majority of the entire board?

Thank you for your patient and wise consideration of this most critical question.

 

[George Mervosh]

The latter. 

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. I would think that if you want to amend something previously adopted, you would use the motion to Amend Something Previously Adopted.

[Small DogClub]

Thank you. So, if I understand correctly, the very first time the BOD ever voted to set the dues, it required a simple majority, but every time thereafter, it requires the increased voting thresholds of a motion to amend something previously adopted.

What if the bylaws directed the BOD to set the dues annually for each calendar year? Would each year's dues be considered a "blank slate," so to speak, with a simple main motion to set the dues for that year? Or would it always be a motion to amend something previously adopted?

 

[Hieu H. Huynh]

I think it's a matter of bylaws interpretation and depends on exactly what the bylaws say. What happens if the board does not set the dues for the year?

[Small DogClub]

Ah, good point. The bylaws would probably have to say something about keeping the prior year's dues in effect until the new year's dues were set, and in that case, it would still have to be "amend something previously adopted," wouldn't it?

Alrighty, it looks like I've got my answer, and thank you both.

I think in the past we've not generally done it that way for things like that -- just assuming that the BOD can take a majority vote to do things that the bylaws authorize it to do. OTOH, we usually have everyone on the board in agreement and voting in favor, so I think we've always had the required 2/3 vote, even though we didn't know we needed 2/3.

Obviously, there's not been a great deal of emphasis on following RONR. I'm hoping to move us gradually in the direction of more rule following and less winging it.

[Richard Brown]

I agree that the answers to these questions (both real and hypothetical) depend on the exact wording of the bylaws.  But, it seems to me that if the bylaws say that the Board shall set the dues annually (let's say at the annual meeting) for the following year, then it could reasonably be argued that the motion which set the dues for, say 2016, is no longer in effect in 2017 and that a regular garden variety main motion to set the dues for 2017 would be in order without the higher vote threshold of a motion to amend or rescind something previously adopted.  (I tend to not agree with that interpretation, but I'm not 100 percent convinced).

That interpretation, however, has its own problems.  Say the board fails to set the 2017 dues amount at the appropriate annual meeting near the end of 2016..  Does that mean that the requirement to pay dues expired on December 31, 2016 and there is, as of now, no requirement to pay any dues whatsoever until a new dues resolution is adopted?  Or does the 2016 dues requirement continue to be in effect in 2017? 

I don't have those answers.  I'm just asking the questions. 

I also wonder, hypothetically, how this is different from adopting a motion to terminate an employee a few after he was hired pursuant to a motion to hire him.  Is the termination motion an amendment or rescission of something previously adopted, to-wit, the motion to hire the guy?  Is the original motion still in effect as long as the guy is still working?  Or is its purpose concluded once the guy is hired so that when it is desired to fire, him, it can be done with an ordinary garden variety motion to hit the road?   That very question came up in a recent thread.  As I recall, I initially took the position that the motion to hire him was still in effect and that firing him would have to be done pursuant to what would in effect be a motion to amend  or rescind something previously adopted.  I believe it was Weldon Merritt who set me straight and convinced me that the effect of the hiring motion was accomplished once the guy was hired and the motion does not have continuing effect, thereby enabling him to be fired with an ordinary to terminate him with the standard majority vote.

So, is a motion setting dues considered of  continuing effect until amended  or rescinded, or is its purpose accomplished once it is adopted and the dues for the coming year paid?  What about at the end of the first year after its adoption?  

Exactly how is that different from a motion to hire someone?

I guess today I have a lot more questions than answers.

[Small DogClub]

Interesting questions. I would agree with Mr. Merritt on the employee question. The motion was completed when he was hired. You can't "unhire" someone once he's been hired. You can only terminate him. Or give him a raise, or a promotion, or a demotion. I couldn't begin to guess what kind of motions those would need.

In the issue at hand for me, our club dues, once decided upon by the board, do remain in effect until they're changed by the board. So I have no trouble accepting that changing the dues requires a motion to amend something previously adopted. The wording in our bylaws "shall be as determined from time-to-time" made me think that it might be a plain old garden-variety main motion. I shall treat it as a motion to amend something previously adopted, and if anyone raises a point of order followed by an appeal, the BOD will decide.

Wait, another question! If a POO is raised and appealed, would the BOD decide the meaning of that part of our bylaws, or would the membership have to decide? The point of order, if one is raised, would obviously be raised at a board meeting, not a membership meeting.

[Small DogClub]

Well, wait, now you've got me thinking, and that's never a good thing.

Analogous to a motion to paint the clubhouse red.... Seconded and adopted, and the clubhouse has been painted red. Can a main motion be entertained a year later to paint the clubhouse blue? Or is the decision to paint the clubhouse red still in effect? I would say no. That motion was completed; it's over and done with. Perhaps the decision to set the dues at $xx was completed when the dues were set to $xx, and now it would be in order to entertain a main motion to set the dues to $yy. Hmmmm......

[Dan Honemann]

Aw, c'mon, this ain't rocket science.

What, exactly, was the wording of the last motion adopted by the board fixing the amount of the dues?

[Guest Who's Coming to Dinner]

1 hour ago, Small DogClub said:

Well, wait, now you've got me thinking, and that's never a good thing.

Analogous to a motion to paint the clubhouse red.... Seconded and adopted, and the clubhouse has been painted red. Can a main motion be entertained a year later to paint the clubhouse blue? Or is the decision to paint the clubhouse red still in effect? I would say no. That motion was completed; it's over and done with. Perhaps the decision to set the dues at $xx was completed when the dues were set to $xx, and now it would be in order to entertain a main motion to set the dues to $yy. Hmmmm......

I agree with your interpretation. What else would be the point of putting "from time-to-time" into the bylaws? Clearly, the framers contemplated a recurrent action but left the interval up to the discretion of the board.

[Small DogClub]

1 hour ago, Daniel H. Honemann said:

Aw, c'mon, this ain't rocket science.

What, exactly, was the wording of the last motion adopted by the board fixing the amount of the dues?

 

No one knows. The dues have been at their current level for quite a few years. There was a major trainwreck some years back (before I joined up), and no minutes exist prior to about 2010.

 

[Small DogClub]

48 minutes ago, Guest Who's Coming to Dinner said:

I agree with your interpretation. What else would be the point of putting "from time-to-time" into the bylaws? Clearly, the framers contemplated a recurrent action but left the interval up to the discretion of the board.

That was my thinking initially. Like painting the clubhouse every few years..... Each time the assembly decides to paint it, they can select the color.

But the more I think about it, the less clear it is to me.

[Richard Brown]

10 minutes ago, Small DogClub said:

That was my thinking initially. Like painting the clubhouse every few years..... Each time the assembly decides to paint it, they can select the color.

But the more I think about it, the less clear it is to me.

Perhaps if the motion to paint the clubhouse red said that "The clubhouse shall be red in color". That seems rather clear that the motion has continuing effect..... the clubhouse shall be red.... shall remain red....  not that it shall be painted red.  If the motion says "The clubhouse committee shall arrange to paint the clubhouse red", I think the color could be changed at any time by a simple motion to paint it a new color.  But, if the motion essentially adopts red as the official clubhouse color, that seems to be continuing in nature.

We are getting into splitting hairs here, which sometimes needs to be done to aid in understanding a concept, and on this subject I don't have as many answers as I would like to.

I personally welcome input from those who perhaps see this more clearly.

[Dan Honemann]

50 minutes ago, Small DogClub said:

 

No one knows. The dues have been at their current level for quite a few years. There was a major trainwreck some years back (before I joined up), and no minutes exist prior to about 2010.

 

Under these circumstances, it is not possible to know for sure whether there is anything which needs to be amended, although this would appear almost certainly to be the case.

As a consequence, it is quite obvious that your board should proceed on the assumption that to change the amount of your club's dues will require either a two-thirds vote or the vote of a majority of its entire membership unless previous notice is given.

As I said, it ain't rocket science.

[Josh Martin]

4 hours ago, Small DogClub said:

Wait, another question! If a POO is raised and appealed, would the BOD decide the meaning of that part of our bylaws, or would the membership have to decide? The point of order, if one is raised, would obviously be raised at a board meeting, not a membership meeting.

The board would decide.

2 hours ago, Guest Who's Coming to Dinner said:

I agree with your interpretation. What else would be the point of putting "from time-to-time" into the bylaws? Clearly, the framers contemplated a recurrent action but left the interval up to the discretion of the board.

Perhaps there wasn't any point. The drafters might have just thought it sounded good.

In all seriousness, I'm not convinced there is any substantive difference between "Annual membership dues shall be as determined by the Board of Directors." and "Annual membership dues shall be as determined from time-to-time by the Board of Directors."

2 hours ago, Small DogClub said:

That was my thinking initially. Like painting the clubhouse every few years..... Each time the assembly decides to paint it, they can select the color.

But the more I think about it, the less clear it is to me.

I don't think this is like painting the clubhouse. If you decide to paint the clubhouse, the painters don't paint it again until you decide to paint it again. If you decide to set the dues at a particular level, the members pay their dues at that level every year, whether you adopt a motion every year or not. That suggests to me that the motion to set the dues has continuing force and effect, and therefore requires a motion to Amend Something Previously Adopted to change it.

[J. J.]

2 hours ago, Daniel H. Honemann said:

Under these circumstances, it is not possible to know for sure whether there is anything which needs to be amended, although this would appear almost certainly to be the case.

As a consequence, it is quite obvious that your board should proceed on the assumption that to change the amount of your club's dues will require either a two-thirds vote or the vote of a majority of its entire membership unless previous notice is given.

As I said, it ain't rocket science.

That is the safest course.

 

I do agree with Richard that there could be circumstances where just a plain vanilla main motion would suffice.  This is not one of them where it can be used safely. 

[Small DogClub]

Okay, I'm convinced all over again. Motion to Amend Something Previously Adopted is the safe course of action

Thanks to everyone for your insight and wisdom, and extra thanks to Josh Martin for answering my side question about which body would decide on the interpretation if that should be needed.

[Weldon Merritt]

33 minutes ago, Small DogClub said:

Okay, I'm convinced all over again. Motion to Amend Something Previously Adopted is the safe course of action

I agree that this is the safer course, and I believe that it is in fact the correct course. But I will point out that if it is desired that the board be able to set thw dues by a majorioty vote instead of the otherwise required higher threshold, the byalws could be ameded to provide for it.

[Dan Honemann]

5 hours ago, Weldon Merritt said:

I agree that this is the safer course, and I believe that it is in fact the correct course. But I will point out that if it is desired that the board be able to set thw dues by a majorioty vote instead of the otherwise required higher threshold, the byalws could be ameded to provide for it.

No bylaw amendment is required.

If the board now adopts a motion that the dues for the following year will be X Dollars (or words to that effect), than a motion to set the dues for the year after that will be a "plain old garden-variety main motion to set the dues at $xx — requiring just a plain old garden-variety majority vote" (to use the OP's words in the initial post)*. 

---------------------------------

* Although it will be an incidental main motion, and not an original one.

[Small DogClub]

So we could essentially turn the setting of dues for next year into a main motion simply by the wording we use in our motion this year? Interesting.

But ah geez..... It never occurred to me that it might be an incidental main motion.  While I think I understand the reasoning here, I'm not positive. Would that be because next year's motion would be dealing with a matter that the board has previously entered into? Would a decision every few years to paint the clubhouse similarly be an incidental main motion?

And just so I'm totally clear: An incidental main motion carries the same voting threshold as a main motion, right? A majority vote?

Would there be any difference in how such an incidental main motion must be handled? Or is it dealt with (by the chair and by the assembly) the same as an original main motion?

[Dan Honemann]

The only significant difference is that an Objection to the Consideration of a Question will not be applicable.

[Small DogClub]

Got it, and thank you!

[Gary Novosielski]

Ì have always interpreted the term "set from time to time" as indicating that the action could be repeated as deemed necessary by means of an ordinary main motion.

I would not think it necessary to limit the time with some expiration date.  Having set the dues, the dues have been set, the motion has been fully completed and the dues would remain set at that level until they are set again.

[Dan Honemann]

11 minutes ago, Gary Novosielski said:

Ì have always interpreted the term "set from time to time" as indicating that the action could be repeated as deemed necessary by means of an ordinary main motion.

I would not think it necessary to limit the time with some expiration date.  Having set the dues, the dues have been set, the motion has been fully completed and the dues would remain set at that level until they are set again.

If, as here, the bylaws provide that "Annual membership dues shall be as determined from time-to-time by the Board of Directors", then the board may adopt a motion fixing the annual dues at a certain amount for a specified period of time (one year, two years, or whatever), or it may adopt a motion simply fixing the annual dues at a certain amount.

In the latter instance, a motion to Amend Something Previously Adopted will be required in order to change the amount. In the former instance, a motion to Amend Something Previously Adopted will be required only if a change is sought to be made before the expiration of the specified period of time. After that period of time has expired, a "plain old garden-variety main motion" is all that will be required.