Amending or repealing an adopted motion

[Guest Guest]

I apologize in advance for any incorrect or imprecise terms and for this being a long post.  I also apologize for the lack of specific references or page numbers.

 

At a regular business meeting of the organization in August, a previously tabled proposal to hold an annual event was brought up for consideration.  A motion was made to vote on holding the annual event was made and seconded, and a vote was conducted by private ballot.  The majority voted no to holding the annual event, so the event will not be held.  The meeting is later adjourned.

 

At the next regular business meeting in September, a member makes a presentation regarding the benefits of the annual event and asks that the membership reconsider holding the event.  A motion is made and seconded to hold the annual event and voting was conducted by private ballot.  The votes were tabulated and the membership approved the holding of the annual event.  Over 2/3 of the votes were in favor of holding the annual event.   The meeting is later adjourned.  There was not prior notice regarding this.

 

At the next regular board meeting in October, after the vote approving the holding of the annual event, a member raised an issue with the September vote and that they believe the vote was illegal and not conducted in accordance with Robert's Rules.  The argument that was advanced was the the September motion was actually a motion to reconsider and that under Robert's Rules, in order for a motion to be reconsidered and voted upon again without previous notice, the majority of the membership must be present (the amount necessary for a quorum is less than a majority of the membership) or only those people that had previously voted on the issue (ie, the people who were present at the August meeting) could vote on the new motion.  Additionally, the individual making the motion would have to state how they had voted in August.  Therefore, since the majority of membership was not present at the September meeting and there were individuals that voted in September that were not present at the August meeting, the vote was illegal.  After this point was raised, the board continued to discuss aspects of the annual event.  The board meeting minutes state that a motion was made and seconded to table signing any contracts relating to the annual event so that all the board members could review the contracts related to the event and make an announcement at the October membership meeting to inform the membership when a board recommendation on whether to sign the contract, and the motion passed.  In terms of future actions, the board minutes state that the contract was to be forwarded to all of the board for their review and that it will be discussed at the November board meeting.

 

However, when the regular October membership meeting was conducted, the board informed the membership that the September motion and vote were illegal and since the motion and vote were illegal, the annual event would not be held.  The membership was not asked for input or to ratify the actions of the board.

 

To the extent that it may matter, there are monthly membership and monthly board of director meetings that occur on a specified day.  There were not any contracts that were signed relating to the annual event.  Also, not sure if this makes a difference, but when the topic was discussed in the October board meeting, the board was not sure whether the organization even followed Robert's Rules.

 

So with that long and convoluted background out of the way, I have some questions.

 

1)  Was the motion and vote in September to hold the annual event actually a motion to reconsider the vote from August?  I do not believe that the September motion and vote were actually a motion to reconsider.  In order for it to be a motion to reconsider, the motion would have needed to be made during the August meeting when the initial vote was held.  It seems the September motion would have actually been a renewal of the August motion that had failed.  If it was a renewed motion, it could have been brought by any member at any meeting after the meeting in which the motion failed.  Additionally, it does not seem like  the fact that the  word "reconsider" may have been used in the September presentation asking for the membership to consider holding the annual event should mean that it would actually be a motion to reconsider. 

 

2)  Am I correct in that the renewal of a motion that failed can be made at any time following the meeting in which the motion failed?  So, in this case, there would not be any issue with making the motion in September after the motion failed in August.

 

3)  For either a motion to reconsider or a renewal of a motion and for which advance notice was not provided, would the motion require a 2/3 vote and would only those individuals that had voted at the August meeting be eligible?  If it is a renewal of a motion, it seems that all eligible members at the September meeting would have been entitled to vote.

 

4)  Is the action of the board of directors proper?  I do not believe that it is.  Although the issue of a possible illegal vote was raised during the board of directors meeting, the board of directors meeting minutes only contain a motion to table signing any contract for 30 days.  There is no discussion in the board meeting minutes of nullifying the September vote altogether and informing the membership the annual event would not be held.  If the board of directors wanted to take this action, they would have had to make a motion to that effect during the board meeting and to vote on the issue.

 

5)  Even if it is assumed that the board's decision that the vote was illegal was properly done, wouldn't the board still have to present the issue/decision to the membership and allow the membership to ratify the board's decision?

 

6)  Is there any type of saving provision whereby if procedural issues are not raised at the time of the vote or during the meeting in which the vote was held, those issues are waived and it cannot be challenged once the meeting is adjourned?

 

7)  Finally, what is the remedy or recourse?  Obviously, the remedy or recourse and the procedure for it would depend on the answers to the questions above.

 

Thanks for bearing with me.

[Joshua Katz]

8 minutes ago, Guest Guest said:

Was the motion and vote in September to hold the annual event actually a motion to reconsider the vote from August?

No. In August, no action was taken since the motion was not adopted. A motion which is not adopted may not be made again in the same session, but it may be made again at a later session. The September meeting was a later session. 

 

9 minutes ago, Guest Guest said:

Am I correct in that the renewal of a motion that failed can be made at any time following the meeting in which the motion failed?

So long as it's a new session.

 

10 minutes ago, Guest Guest said:

3)  For either a motion to reconsider or a renewal of a motion and for which advance notice was not provided, would the motion require a 2/3 vote and would only those individuals that had voted at the August meeting be eligible?  If it is a renewal of a motion, it seems that all eligible members at the September meeting would have been entitled to vote.

 

A motion to reconsider requires a majority vote, not 2/3, and has the effect of bringing the question back before the assembly. All members are, by definition, always entitled to vote, unless the bylaws say something else.

11 minutes ago, Guest Guest said:

Is the action of the board of directors proper?

No. For one thing, a point of order regarding actions taken at a membership meeting may not be made at a board meeting since the board answers to the membership. A motion to "table a contract signing" means nothing, and what it is supposed to mean (delaying the signing) is out of order when the members have told the board to act.

 

12 minutes ago, Guest Guest said:

If the board of directors wanted to take this action, they would have had to make a motion to that effect during the board meeting and to vote on the issue.

Not really. If the board of directors wanted to take this action, they would have had to...do nothing, since they are not at liberty to simply overrule the membership. They answer to the members. (Note: answers may be different if this is a corporation.)

13 minutes ago, Guest Guest said:

5)  Even if it is assumed that the board's decision that the vote was illegal was properly done, wouldn't the board still have to present the issue/decision to the membership and allow the membership to ratify the board's decision?

 

No, the board would have to go pound wood...or, to be nicer, recommend that the assembly take the action during the board report at the next membership meeting. Or get someone to raise a point of order at the membership meeting.

14 minutes ago, Guest Guest said:

6)  Is there any type of saving provision whereby if procedural issues are not raised at the time of the vote or during the meeting in which the vote was held, those issues are waived and it cannot be challenged once the meeting is adjourned?

 

With some exceptions (which I think can be properly described without calling them exceptions, but whatever) points of order must be timely. However, if a motion to hold an event were out of order, a point of order would remain timely until the event is held.

15 minutes ago, Guest Guest said:

7)  Finally, what is the remedy or recourse?  Obviously, the remedy or recourse and the procedure for it would depend on the answers to the questions above.

 

I'm not sure, it really depends on the ability of the organization to get contracts and arrangements in place. It might be that no specific remedy is available, based on outside circumstances. Disciplinary actions against the board or board members can also form part of a remedy, although they won't make the event happen. If possible, the event should be held, and everyone responsible for making that happen told to go and do their jobs (like Kim Davis).

[Bruce Lages]

I'll try to answer your specific questions:

6 minutes ago, Guest Guest said:

1)  Was the motion and vote in September to hold the annual event actually a motion to reconsider the vote from August?  I do not believe that the September motion and vote were actually a motion to reconsider.  In order for it to be a motion to reconsider, the motion would have needed to be made during the August meeting when the initial vote was held.  It seems the September motion would have actually been a renewal of the August motion that had failed.  If it was a renewed motion, it could have been brought by any member at any meeting after the meeting in which the motion failed.  Additionally, it does not seem like  the fact that the  word "reconsider" may have been used in the September presentation asking for the membership to consider holding the annual event should mean that it would actually be a motion to reconsider. 

No, it was not a motion to reconsider. The original motion to hold this event was defeated, which means the same motion can be renewed, or made again at any subsequent session. The motion to reconsider may not be applied to a motion that can be renewed.

 

2)  Am I correct in that the renewal of a motion that failed can be made at any time following the meeting in which the motion failed?  So, in this case, there would not be any issue with making the motion in September after the motion failed in August.

Yes, you are correct.

 

3)  For either a motion to reconsider or a renewal of a motion and for which advance notice was not provided, would the motion require a 2/3 vote and would only those individuals that had voted at the August meeting be eligible?  If it is a renewal of a motion, it seems that all eligible members at the September meeting would have been entitled to vote.

As stated above, reconsideration is not an option here. Renewal is simply an original main motion and has no advance notice requirements and a majority vote threshold. All members who are present at the meeting at which the motion is renewed are eligible to vote on the renewal.

 

4)  Is the action of the board of directors proper?  I do not believe that it is.  Although the issue of a possible illegal vote was raised during the board of directors meeting, the board of directors meeting minutes only contain a motion to table signing any contract for 30 days.  There is no discussion in the board meeting minutes of nullifying the September vote altogether and informing the membership the annual event would not be held.  If the board of directors wanted to take this action, they would have had to make a motion to that effect during the board meeting and to vote on the issue.

Assuming that the decision whether or not to hold this event  is within the authority of the general membership, the board's action was improper. Unless your bylaws give the board special authority to overrule a decison of the membership, they can not do so. The board could certainly recommend to the membership whether or not to hold the event, but it would be the membership's decision.

5)  Even if it is assumed that the board's decision that the vote was illegal was properly done, wouldn't the board still have to present the issue/decision to the membership and allow the membership to ratify the board's decision?

See the response immediately above.The board's decision  that the vote was illegal was almost certainly not proper.

 

6)  Is there any type of saving provision whereby if procedural issues are not raised at the time of the vote or during the meeting in which the vote was held, those issues are waived and it cannot be challenged once the meeting is adjourned?

Yes. In most cases, a point of order regarding a parliamentary error or a breach of the rules must be made at the time of the error. There are only a very few instances where a breach is considered to be a continuing breach, for which a point of order can be raised at any time the breach is still ongoing. Your situation is most likely not one of those instances.

 

7)  Finally, what is the remedy or recourse?  Obviously, the remedy or recourse and the procedure for it would depend on the answers to the questions above.

The remedy would appear to be for the membership to instruct the board to make the necessary arrangements to hold this event, or to empower a committee to do so (assuming the board does not have exclusive power to handle such arrangements - you mentioned contracts, and it is possible that the power to execute contracts might be given specifically to the board in your bylaws). Alternatively, if the membership doesn't want to go forward with this event, they should move to rescind the adopted motion to hold the event - this would require a 2/3 vote or an affirmative vote of a majority of the entire membership if no previous notice is given, or a majority vote if previous notice is given,

Thanks for bearing with me.

 

[Atul Kapur]

On 10/26/2018 at 3:41 PM, Guest Guest said:

The argument that was advanced was the the September motion was actually a motion to reconsider and that under Robert's Rules, in order for a motion to be reconsidered and voted upon again without previous notice, the majority of the membership must be present (the amount necessary for a quorum is less than a majority of the membership) or only those people that had previously voted on the issue (ie, the people who were present at the August meeting) could vote on the new motion.  Additionally, the individual making the motion would have to state how they had voted in August.  Therefore, since the majority of membership was not present at the September meeting and there were individuals that voted in September that were not present at the August meeting, the vote was illegal.

The September motion was not a motion to Reconsider, so all that is quoted above is moot. However, there are a lot of falsehoods in this paragraph about the motion to Reconsider, so I didn't want to leave it uncorrected. The motion to reconsider must be moved by someone who voted on the prevailing side. That is the only thing the person who told you this stuff got nearly correct: "the individual making the motion would have to state how they had voted in August." More specifically, they would have had to confirm that they voted on the prevailing side in August. Also, they could only have made the motion to reconsider at the August meeting. The September meeting would be to late the make the motion. If it had been made in August, then it could have been dealt with in September.

The other points are completely false.
False: "to be reconsidered and voted upon again without previous notice, the majority of the membership must be present". This sounds like some incorrectly remembered mash of some rules regarding the motion to Rescind
False: "only those people that had previously voted on the issue (ie, the people who were present at the August meeting) could vote on the new motion". Members who are present at the September meeting can vote on the reconsideration if the vote occurs at that September meeting.