Subsidiary motions & stopping a main motion

[Guest controversialcabbage]

Hi there, I'll be dealing with what has become a somewhat contentious bylaws proposal at our annual member meeting tomorrow. I'm a board member that's been charged with helping the chair maintain proper order. There may be attempts to stop this motion in its tracks before a vote can occur,  I'm here to gain insight on what ways a member could do that. 

I understand that a motion to amend bylaws is considered an incidental main motion and therefore one can't object to the consideration of the motion, as you can only do so with an original main motion. But I'm curious, could one make a motion to postpone indefinitely or postpone to a later date? I'm having trouble finding if a motion to postpone an incidental main motions is in order.

Any thoughts or clarification on this? Are there any other ways one could legitimately halt this motion that I can prepare for?

Thanks for your insight

[Richard Brown]

4 minutes ago, Guest controversialcabbage said:

But I'm curious, could one make a motion to postpone indefinitely or postpone to a later date? I'm having trouble finding if a motion to postpone an incidental main motions is in order.

Yes.  A motion to postpone the proposed bylaw amendment either definitely or indefinitely would be in order.  In other words, both are in order.  For example, if  a motion to postpone indefinitely fails, a motion to postpone to the next meeting (provided it's within a quarterly time interval, etc) would be in order.   Since this is an annual meeting,  postponing to the next meeting might not be in order unless a special or adjourned meeting is set within the quarterly time interval.

5 minutes ago, Guest controversialcabbage said:

Are there any other ways one could legitimately halt this motion that I can prepare for?

One that comes to mind is to refer the proposed amendment to a committee for further study.  Or, if the motion originated with  a committee, such as the bylaws committee, it  could be re-committed to the committee.

[Atul Kapur]

I suggest that you and the chair both familiarize yourselves with what amendments would be allowed under the scope of notice of this bylaws proposal. You should anticipate amendments that would negate the effects of this bylaws proposal or that would exceed the scope of notice.

[Richard Brown]

I agree with Dr. Kapul's excellent suggestion about watching for amendments that exceed the scope of notice and are out of order.  In addition, I would  suggest you make  sure the chair knows exactly what the vote requirement is for adoption of the amendment (and any proposed amendments to it).  Assuming your bylaws require the customary "two thirds vote" for adoption of the final version, someone opposed to the amendment might erroneously claim that the vote of two thirds of the members present is required.  I assume you know that a two thirds vote means two thirds of the votes cast, ignoring blanks and abstentions.  A two thirds vote is, basically, twice as many yes votes as no votes.  No need for complicated math or fractions. Note:  Your bylaws might have a slightly different requirement.  Make sure you know what is required.

[Guest controversialcabbage]

Thank both of you so much for your replies. We have familiarized ourselves with what would be in the scope of the bylaws proposal. One member in great opposition to the proposal decided to submit their amendment to us in advance... it was directly in opposition to the intent of the proposal and would negate it's purpose, thus his amendment will not be accepted. 

Our organizations bylaws state "A simple majority vote will decide all actions". 

I am curious regarding abstentions. A question to clarify your point... Abstentions are ignored in the vote count unless bylaws specifically call for a vote of members present, in which case abstentions would be counted as no votes? In the case of my organization since it calls for simple majority vote abstentions are seen as blank, ignored and not counted?

 

[Richard Brown]

39 minutes ago, Guest controversialcabbage said:

Our organizations bylaws state "A simple majority vote will decide all actions". 

Are you sure this provision applies to bylaw amendments?  RONR is clear that previous notice and a two thirds vote (or the vote of a majority of the entire membership) is necessary to adopt a bylaws amendment... unless the bylaws provide otherwise.  I suspect it is a matter of bylaws interpretation as to whether that vote provision in your bylaws applies to bylaw amendments and whether it is explicit enough to supersede the requirement in RONR for a two thirds vote to amend the bylaws.  It might help if you quote us the exact wording of the provision regarding a majority vote deciding all actions.  Also, the precise wording of the requirements for a bylaws amendment would be helpful to us, too.

 

39 minutes ago, Guest controversialcabbage said:

I am curious regarding abstentions. A question to clarify your point... Abstentions are ignored in the vote count unless bylaws specifically call for a vote of members present, in which case abstentions would be counted as no votes? In the case of my organization since it calls for simple majority vote abstentions are seen as blank, ignored and not counted?

Your point is correct but with a caveat:  When the vote of a certain percentage of the members present is required, abstentions might have the effect of no votes, but they are not counted as no votes.  If 100 members are present and the requirement is the vote of a majority of the members present, it would require 51 votes to adopt a motion, regardless of the number of abstentions.  More than half of the members present must cast a yes vote in that case.

You are correct that if your requirement is a simple majority vote, abstentions and blank ballots are ignored and are not counted and have no effect on the result.

Edited October 22, 2018 at 05:06 PM by Richard Brown
Typographical corrections

[Atul Kapur]

1 hour ago, Guest controversialcabbage said:

One member in great opposition to the proposal decided to submit their amendment to us in advance... it was directly in opposition to the intent of the proposal and would negate it's purpose, thus his amendment will not be accepted. 

Be careful about this. To be ruled out of the order the amendment must be "One that merely makes the adoption of the amended question equivalent to a rejection of the original motion"  (RONR 11th ed, p. 138, ll. 13-14).

That's a more severe threshold than "directly in opposition to the intent of the proposal". An amendment is allowed to be hostile to the original motion. "... an amendment can be hostile to, or even defeat, the spirit of the original motion..."  (RONR 11th ed, p. 136, ll. 17-19)

If there is any doubt, err on the side of allowing the amendment.

[Guest Zev]

1 hour ago, Guest controversialcabbage said:

One member in great opposition to the proposal decided to submit their amendment to us in advance... it was directly in opposition to the intent of the proposal and would negate it's purpose, thus his amendment will not be accepted. 

Watch out please. Once a bylaw amendment becomes pending an amendment to that motion may be out of order or may not be germane. Amendments to regular motions that have the effect of negating the objective of the pending motion usually are out of order. A bylaw amendment is a different thing. Two separate proposals may have opposite effects and could not possibly co-exist at the same time in the bylaws, yet either one could conceivably exist in the bylaws without being absurd (pages 592-599). If you have the current edition of this book please review the sections on motions that are out of order. I say this because one of two conflicting proposals as bylaw amendments may not be out of order. Also review the section on germaneness in case there is only one resulting bylaw amendment and the opponents try to amend it on the floor after it has been stated by the chair as pending.

[Atul Kapur]

I read Guestcc's note as saying that the member will be submitting an amendment to the proposed bylaws amendment, rather than a separate original (possibly competing) bylaws amendment.

[jstackpo]

4 hours ago, Guest controversialcabbage said:

Are there any other ways one could legitimately halt this motion that I can prepare for?

You, or anyone, could simply move to Adjourn the Meeting.  You can do that any old time.  If a majority want to drop the whole matter and go home, that will do it.  (Until next time...)

[Richard Brown]

1 hour ago, Guest Zev said:

Watch out please. Once a bylaw amendment becomes pending an amendment to that motion may be out of order or may not be germane. Amendments to regular motions that have the effect of negating the objective of the pending motion usually are out of order. A bylaw amendment is a different thing. Two separate proposals may have opposite effects and could not possibly co-exist at the same time in the bylaws, yet either one could conceivably exist in the bylaws without being absurd (pages 592-599). If you have the current edition of this book please review the sections on motions that are out of order. I say this because one of two conflicting proposals as bylaw amendments may not be out of order. Also review the section on germaneness in case there is only one resulting bylaw amendment and the opponents try to amend it on the floor after it has been stated by the chair as pending.

Guest Zev, this is not entirely correct, for several reasons.  First, an amendment to a regular motion which causes it to negate the intent of the original pending motion and to cause it to have the opposite effect is not out of order but IS in order.  Amending a proposed motion of censure so that it becomes a motion of commendation is an example.   See page 138, lines 13-23, but particularly lines 20-24.  Bylaw amendments work differently.  An amendment to a proposed bylaw amendment which proposes to do something not included in the original proposal is out of order because it adds something not included in the notice and is outside the scope  of notice. Introducing a new change in the amendment is not permitted.  So, a floor amendment which inserts something new is not permitted in a proposed bylaw amendment but would be in order for amending a regular motion..  Floor amendments to proposed bylaw amendments must be within the scope of the notice of the original proposal.  Introducing a new element is outside the scope. See page 595, lines 21-31.

I believe Dr. Kapul correctly covered this issue in his posts above.  I also agree with his interpretation of the original poster's post about a proposed amendment which the powers that be rejected:  That  was a proposed amendment to the main bylaw amendment proposal, not a new and separate bylaw amendment. 

@Atul Kapur

Edited October 22, 2018 at 08:04 PM by Richard Brown
Added the underlined sentence to the first paragraph

[Dan Honemann]

I suppose the problem is that the OP has not as yet advised us as to what, if anything, the bylaws provide which specifically relates to their amendment. All we have been told is that the bylaws state that "A simple majority vote will decide all actions". 

[Guest controversialcabbage]

So sorry, I thought this posted earlier before the flood of comments but it did not. 

Thank you so much for your expertise Richard Brown and Dr. Kapul!

I will paste some relevant sections of our bylaws below:

"ARTICLE XI: Amendments These bylaws may be amended at any regular or special meeting of the members by the vote of a majority of members present. Notice of the amendment proposed shall be given thirty (30) days prior to the date at which the amendment will be considered." 

So in the instance of a bylaws vote, abstentions have the effect of a no vote. So if 100 members attended and 20 abstentions on the vote to adopt the bylaws revision, we would still need 51 to adopt the change?

To calrify something, the above mentioned rejected amendment was presented as an amendment to the proposed bylaws change, not as it's own bylaws amendment. Because it was contradictory to the proposed bylaw change it was out of scope. We considered it it's own amendment proposal to the bylaws which requires at least 30 days notice. He gave 8 days.

"Section 4.4: Voting Members All vendor members shall be entitled to a vote at any annual or special meeting of the membership. A family or partnership which has paid for one membership shall be considered a unit with one vote. Proxies will not be recognized at any meeting of the members. A simple majority vote will decide all actions."

In all other actions abstentions are blank ballots, ignored and not counted in the final vote. So if there were 100 members attending and 20 abstentions on a vote to adopt a motion, on anything other than Bylaws, to total number would become 80 and we would need 41 yes votes to adopt the motion?

I think I'm getting a much better understanding thank you again.

[Richard Brown]

12 minutes ago, Guest controversialcabbage said:

I think I'm getting a much better understanding thank you again.

Yep, think you've got it right in your post immediately above! Very good! 😉

Edited October 22, 2018 at 09:35 PM by Richard Brown
Delete remainder of original post

[Atul Kapur]

3 hours ago, Guest controversialcabbage said:

To calrify something, the above mentioned rejected amendment was presented as an amendment to the proposed bylaws change, not as it's own bylaws amendment. Because it was contradictory to the proposed bylaw change it was out of scope.

In that case, be prepared on how to handle a Point of Order and an Appeal of this decision. Better to be ready to deal with these and not need them than the opposite.