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bylaw, membership, quorum


janita

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Two Issues:

1. Membership Period and Bylaw:  Our community association is reviewing our bylaws.  One of the changes being recommended to our AGM next week would allow residents of our community to sign up as members in September and remain a member for 15 months until the AGM in November.  The current bylaws require members to sign up at the AGM and renew at the AGM the following year.   This provision has been in our bylaws for many years mainly to ensure quorum in an community which has a lot of turnover.  Quorum is 25% of the membership.   If the recommended change is approved by the membership at the AGM and members don't show up at the AGM, we might not have quorum.  This is particularly likely in November when show storms are frequent.  Does RR have any suggestion to get around this problem.

2. Privileges for Members who are not Board Members or Committee Chairs:  There is nothing in our bylaw which allows members who are not Board members or Committee Chairs to put forward motions at an AGM.  Our practice has been that only Board recommends motions to the AGM. 

Since the AGM is the only opportunity for members to make a real difference, would it be appropriate to allow members to put forward motions at the AGM?  And would it be appropriate for Board members to put forward motions at the AGM which do not have Board approval?

Should rules on issue # 2 be in the Bylaw or could we deal with it in our policies?  

 

 

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You'll have to check your bylaws, but this seems most unusual.

If the rules in RONR apply, annual meetings are meetings of the general membership.  Board members, if present at all, are there as individuals, and the board as such is not present, as it is not in session.  Unless your bylaws actually prohibit it, members are free to make motions at the annual meeting.  If your bylaws do not expressly allow the practice, RONR does allow it. So there is no need to add permission to the bylaws since making motions is a basic right of membership. If the bylaws do prohibit the practice, you can simply amend them by striking that language from the bylaws.

Some organizations require prior review of member resolutions to be moved at the annual meeting, but this would have to be specified in detail in your bylaws, not simply because you have some other "practice" in place.  

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You could change quorum to a more easily achieved ( = lower) number, set it as an absolute number rather than a percentage of total membership, or You could adopt a "shrinking quorum" provision where, if you have to adjourn a meeting because of lack if quorum, then quorum at the adjourned meeting is a fraction of what it was for the first meeting (and could allow to repeat that process as necessary)

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2 hours ago, Joshua Katz said:

Assuming, of course, that the board is willing to make such a motion.

Well, I really wasn't assuming much of anything, in particular I wasn't assuming that the process of amending the bylaws would involve the board at all, the way ordinary motions allegedly do.  If I'm assuming anything, it's that there is a process for bylaws amendment, and that it must be followed.

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Yes.

It is quite typical that the bylaws amendment process is special in one or more ways, compared to an ordinary main motion.  I'd say it's more likely than not that they would be special in some way.

Also, the OP does not tell us that the bylaws provide that only the board may make motions.  It was said to be their "practice", which is quite another thing.  My guess would be that the board, over a period of time, has asserted certain powers that it did not actually have per the bylaws, and it became something of a custom to allow them to run the annual meeting.  Goodness knows we've encountered this sort of thing here more times than can be counted on a shop teacher's fingers.  My guess might be wrong, but for now it remains my guess.

The OP says that there is nothing in the bylaws that allows members to make motions at the AGM.  And why would there be?  Members have this right as a fundamental right of membership.  Has anyone seen bylaws that "allows" members to make motions?  The question is, do the bylaws prohibit members from making motions at the AGM?  If not, they have this right already and nothing need be added to the bylaws.  All that is required is that members know the rights they already have.

And if the bylaws actually do prohibit members from making motions, the appropriate amendment, it seems to me, would not be to add language allowing motions, but rather to strike the language that prohibits it.  Who is allowed to move this amendment may be an open question, but I contend that it would be a Good Thing if it were moved.

Edited by Gary Novosielski
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27 minutes ago, Gary Novosielski said:

Also, the OP does not tell us that the bylaws provide that only the board may make motions.  It was said to be their "practice", which is quite another thing. 

Agreed, but I was responding to a hypothetical which said "If the bylaws do prohibit the practice." 

 

28 minutes ago, Gary Novosielski said:

It is quite typical that the bylaws amendment process is special in one or more ways, compared to an ordinary main motion.  I'd say it's more likely than not that they would be special in some way.

 

Sure, but most of those ways make it harder, not easier, to pass bylaw amendments. If the rule actually said "No motions may be made except by the board" at the only meeting capable of changing the bylaws, it would be my opinion that the bylaws cannot be changed unless the board so moves.

Of course, that doesn't make the assembly powerless. They could elect a board which promises to remove that provision.

30 minutes ago, Gary Novosielski said:

My guess would be that the board, over a period of time, has asserted certain powers that it did not actually have per the bylaws, and it became something of a custom to allow them to run the annual meeting.  Goodness knows we've encountered this sort of thing here more times than can be counted on a shop teacher's fingers.  My guess might be wrong, but for now it remains my guess.

I agree this is a fair guess. I was responding to a hypothetical.

30 minutes ago, Gary Novosielski said:

And if the bylaws actually do prohibit members from making motions, the appropriate amendment, it seems to me, would not be to add language allowing motions, but rather to strike the language that prohibits it.  Who is allowed to move this amendment may be an open question, but I contend that it would be a Good Thing if it were moved.

I agree.

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1 hour ago, Joshua Katz said:

If the rule actually said "No motions may be made except by the board" at the only meeting capable of changing the bylaws, it would be my opinion that the bylaws cannot be changed unless the board so moves.

I would continue looking for the specific article that covers the procedure for the amendment of the bylaws, and I would not assume that the general rule about motions applies here.  I have seen bylaws where the board was in charge of absolutely everything, with the exception of voting for board members, and moving to amend the bylaws.

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4 hours ago, Gary Novosielski said:

I would continue looking for the specific article that covers the procedure for the amendment of the bylaws, and I would not assume that the general rule about motions applies here.  I have seen bylaws where the board was in charge of absolutely everything, with the exception of voting for board members, and moving to amend the bylaws.

 

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The bylaw procedure to amend the bylaw states only that written notice must be provided to all members at least 14 days in advance of the AGM, that a 2/3 majority is required to amend the bylaw, and that in all matters not governed by the bylaw or other rules or regulations, Roberts Rules, current edition, shall govern.

Also, there is nothing in the bylaw which deals with who is entitled to put forward motions at the AGM.  

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1 hour ago, janita said:

The bylaw procedure to amend the bylaw states only that written notice must be provided to all members at least 14 days in advance of the AGM, that a 2/3 majority is required to amend the bylaw, and that in all matters not governed by the bylaw or other rules or regulations, Roberts Rules, current edition, shall govern.

Also, there is nothing in the bylaw which deals with who is entitled to put forward motions at the AGM.  

Based on this, it seems clear to me that all general members may make motions at the annual general meeting and may also propose bylaw amendments provided they give the notice required in the bylaws.  RONR is clear that the right to make motions is a fundamental right of membership. Any restriction of that right must be provided for in the bylaws.

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thanks to all!

I don't know if it appears in RR but is it reasonable to assume that if the members can submit motions at the AGM that they can also ask questions of the President and Committee Chairs and speakers who attend?  This has been our practice in the past but I have heard that some Board members may want to curtail questions from the membership by having only Board members ask questions of the speaker.  I have always considered that an AGM in addition to electing the Board members, approving the financial statement and approving bylaw changes was also a accountability session.       

 

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4 minutes ago, janita said:

I have always considered that an AGM in addition to electing the Board members, approving the financial statement and approving bylaw changes was also a accountability session.

I agree. The ability of members to be clear in their minds as to what is taking place and as to what is in the best interests of the organization is of utmost importance. This is what debate is all about. Trying to curtail the member's ability in this regard is contrary to the very concept of a deliberative assembly.

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47 minutes ago, janita said:

don't know if it appears in RR but is it reasonable to assume that if the members can submit motions at the AGM that they can also ask questions of the President and Committee Chairs and speakers who attend? 

Well, I'm not sure what "speakers" means in this context, but certainly the members can ask questions, within any time limits on the agenda, after officer and committee reports. If you're talking about speakers brought in outside the business meeting, RONR can't tell you much about that.

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On 11/17/2018 at 2:57 AM, janita said:

The bylaw procedure to amend the bylaw states only that written notice must be provided to all members at least 14 days in advance of the AGM, that a 2/3 majority is required to amend the bylaw, and that in all matters not governed by the bylaw or other rules or regulations, Roberts Rules, current edition, shall govern.

Also, there is nothing in the bylaw which deals with who is entitled to put forward motions at the AGM.  

Then according to RONR, anyone who is a member of the society is entitled to make motions at the AGM.  Recommendations made by the board, or by committees, are just that: recommendations, and these may be expressed in the form of a recommended motion, but the motion must actually be made by someone entitled to make motions, does not require a second if proposed by a committee of two or more members, but is then fully debatable, amendable, referrable, rejectable, and so on, just like any motion.

Board members or committee chairs who happen to be present, have no greater power than any other member of the society.  The general meeting is under the complete control of the general assembly.

 

 

 

 

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