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Motion created by agenda instead of from the floor


SAILORMAN

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41 minutes ago, SAILORMAN said:

So during the meeting I could attempt to amend the agenda and/or object to the question?

I think you are barking up the wrong tree. The only purpose in amending an agenda at a special meeting would be to change the order in which different items of business are considered.

If the president has the right to call special meetings (and apparently he does), then he has the right to call a special meeting to consider an item of business that he is interested in. If no one else on the board is interested in it, then it won't be adopted (or, if your previous custom of requiring a second is enforced, it will die for lack of a second).

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Well, remember that special meetings have a different order of business. "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." (RONR 11th ed., p. 93, lines 3-4)

I suggest you read all of the Special Meeting (pages 91-93).

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21 minutes ago, Atul Kapur said:

It sounds like the Chair has called the meeting for the purpose of Rescinding Something Previously Adopted. We haven't seen the exact wording of the Notice/Call of the meeting to be able to say whether it meets the requirements Mr. Gerber quoted above.

Objection to Consideration is not in order as the motion to Rescind is an Incidental Main Motion. And it requires a 2/3 vote to prevent consideration. I think what you would want to do is raise a Point of Order that the notice of the meeting was deficient and therefore the motion to Rescind is out of order. If you Appeal the presumed ruling against you, that only requires a majority vote to overturn the ruling.

Thank you that is helpful.

How do you feel about the sending of the Agenda after the notice, but still well before the meeting as qualifying as proper notice?

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Doesn't matter how I feel. That's going to be up to the assembly based on whether the notice was adequate and given a reasonable number of days in advance (I didn't see that your bylaws required a certain number of days notice).

I haven't seen the original notice. I also don't know how many days ahead of the meeting the agenda was sent out. As I suggested just above, carefully read pages 91-93, particularly the last paragraph which speaks to the differences between notice of the business to be transacted and notice of the exact motion to be moved. "Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of the individual motions that will be considered." (p. 93, lines 15-18)

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It appears to me that SAILORMAN believes, and has believed from his first post, that merely including a motion on the agenda constitutes actually making the motion.  That is not the case.  An agenda, whether formally adopted or just a slip of paper the chairman is using to keep from overlooking something, is nothing than a list or schedule of the items of business that the chair expects to come up.  If Item # 14 on the agenda says "Motion to rescind last months motion to paint the clubhouse", that entry is nothing more than a reminder that at that point in the agenda it is in order for someone to actually MOVE to rescind last month's motion to paint the clubhouse.  Someone  actually has to MAKE the motion to rescind the previously adopted motion. Merely having it on the agenda does not constitute making the motion.

When that item is reached on the agenda, if nobody actually moves to rescind the motion adopted last month to paint the clubhouse, then the chair simply moves on to the next item on the agenda.  He might ask, "is there a motion regarding the  clubhouse?", but if his query is met with silence, then obviously nobody wants to make such a motion and the chair must move on to the next item, unless he wants to turn the chair over to the vice-president and make the motion himself.  Regardless,  in order for the assembly to consider whether to rescind last month's motion to paint the clubhouse, somebody at this meeting must actually make the motion.  If no one makes the motion, there is nothing to consider and the chair moves on to the next item of business.

Edited to add:  If this is a small board operating under the small board rules, then the chair himself can make the motion, but the motion must still be made by someone.  Having it on the agenda does not constitute making the motion.

Edited by Richard Brown
Added last paragraph
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OK, since it is a Special Meeting  (I overlooked that point in my previous reply), a notice describing the motion to be considered is required.   But there is no requirement that the "notice" be in the form of an "agenda" -- see pages 91 & 121 -- and even if it was, there is no requirement to adopt the agenda.

At the special meeting, after any opening formalities, someone formally makes the motion in question, and you all just launch into discussion, possible (within-scope) amendments (and other possibilities), and a vote.  Then you go home.   The standard order of Business doesn't apply to Special meetings.   (A "special" meeting is clearly not a regular or "standard" meeting.)  (Whether the business about "within-scope" applies here depends on the nature of the motion itself.)

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1 hour ago, SAILORMAN said:

So during the meeting I could attempt to amend the agenda and/or object to the question?

If the subject to be dealt with was not clearly and specifically described in the call of the meeting, then it can't be taken up at the meeting at all, agenda or no agenda.  Did you not say that the call only said "action item" and the nature of the item wasn't revealed until 21 days later?
 

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In my previous response, I was under the impression that the motion which the chair wanted to introduce was a motion to rescind or amend something previously adopted. Such a motion would not ordinarily require previous notice unless the intent was to adopt it with a majority vote rather than a two thirds vote or a vote of a majority of the entire membership.  However, since this is a special meeting, previous notice of the motion is required regardless of whether it is a motion to rescind or amend something previously adopted.  Since it is a special meeting, notice of the intent to make the motion must be included in the call of the meeting.... not simply included on the agenda which gets mailed out several days later.

Edited by Richard Brown
Added the word "orddinarily" in the 2nd sentence where indicated with underline
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I think that confuses the two requirements referred to in RONR §9:

Quote

The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting.

2

 

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On 2/3/2019 at 2:05 PM, Gary Novosielski said:

If the subject to be dealt with was not clearly and specifically described in the call of the meeting, then it can't be taken up at the meeting at all, agenda or no agenda.  Did you not say that the call only said "action item" and the nature of the item wasn't revealed until 21 days later?
 

The notice of meeting didn't even say "action item" it just said "I am calling a special meeting on date, time at place.

21 days later the agenda was sent out with only 2 items on it a discussion on X then a vote on X. 

X is something that was voted on during the last meeting that the chair(alone) did not like.

Thank you to you and all who have contributed!

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Thanks for telling us what the first call of the meeting actually said, as was requested earlier. That call was deficient because it did not include the "purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up" (RONR 11th ed., p. 91, lines 32-34). At the meeting, you can raise a point of order that the special meeting was not properly called.

However, there is a possible counter-argument. You tell us that the agenda was sent 21 days after the first notice, but not how far in advance of the special meeting it was sent out. If it was sent out a reasonable number of days before the actual meeting, the chair could argue that the first notice was simply a "save-the-date" and that the agenda -- which has all of the required information -- was the actual notice of meeting.

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2 hours ago, Atul Kapur said:

Thanks for telling us what the first call of the meeting actually said, as was requested earlier. That call was deficient because it did not include the "purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up" (RONR 11th ed., p. 91, lines 32-34). At the meeting, you can raise a point of order that the special meeting was not properly called.

However, there is a possible counter-argument. You tell us that the agenda was sent 21 days after the first notice, but not how far in advance of the special meeting it was sent out. If it was sent out a reasonable number of days before the actual meeting, the chair could argue that the first notice was simply a "save-the-date" and that the agenda -- which has all of the required information -- was the actual notice of meeting.

Thank you,

I do plan to try the point of order that the meeting was not properly called, improper notice.

If that doesn't work I hope to move that the the agenda has not been adopted and that we amend the agenda (since we will all already be there).

If that doesn't work I hope to object when we get to the  "action item"  on the point of order, that there is no motion on the table. 

If that doesn't work I will object on the point of order that the motion is to rescind and requires that a vote be taken to even consider the motion. (is that correct?)

Wow! My brain is getting tried....

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If the first point of order is not sustained, be prepared to move to Appeal (§24), and have someone prepared to second your appeal.  

As a practical matter, if the first few things don't work it will indicate that there is little sentiment in the assembly that agrees with you, and the remaining methods are likely to fail.  

A motion to Rescind (§35) does not require a vote to consider it.  

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1 hour ago, SAILORMAN said:

If that doesn't work I hope to move that the the agenda has not been adopted and that we amend the agenda (since we will all already be there).

That seems pointless. Assuming that the agenda that was sent out counts as the meeting notice, there is only one matter to be considered at the meeting, so adoption of an agenda is irrelevant.

1 hour ago, SAILORMAN said:

If that doesn't work I hope to object when we get to the  "action item"  on the point of order, that there is no motion on the table.

You probably mean there is no motion on the floor. But the chair can simply make the motion, or can begin informal discussion on the motion as often happens at meetings of a small board.

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34 minutes ago, Gary Novosielski said:

If the first point of order is not sustained, be prepared to move to Appeal (§24), and have someone prepared to second your appeal.  

As a practical matter, if the first few things don't work it will indicate that there is little sentiment in the assembly that agrees with you, and the remaining methods are likely to fail.  

A motion to Rescind (§35) does not require a vote to consider it.  

Again Thank You! and everybody else.

I am pretty sure others agree with me. They just don't understand that there are rules that we need to follow no matter what the Chair says.

 

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17 hours ago, SAILORMAN said:

I do plan to try the point of order that the meeting was not properly called, improper notice.

 

17 hours ago, Gary Novosielski said:

If the first point of order is not sustained, be prepared to move to Appeal (§24), and have someone prepared to second your appeal.

The bottom line is that you need to get your ducks lined up prior to the meeting.  Your chances of success are much greater if you have been aboe to get other members to agree with your position and you have members lined up to second your appeal  to and argue in favor of your point of order on the appeal.  Going into it alone with the hope that you will convince everyone you are right is usually not the best strategy. You need AT LEAST one or two others who will openly support your position.

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On 2/3/2019 at 2:05 PM, Gary Novosielski said:

If the subject to be dealt with was not clearly and specifically described in the call of the meeting, then it can't be taken up at the meeting at all, agenda or no agenda.  Did you not say that the call only said "action item" and the nature of the item wasn't revealed until 21 days later?
 

The call did not even state "action item". All it said was date time and place and that members should make travel arrangements to be there.

The call came out with plenty of time and the agenda showed up 21 days later which also is well ahead of our deadline for notice. But "the call" was our first notice of the meeting. Is agenda being sent after the "improper call"  a notice since we had already been notified? 

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1 hour ago, SAILORMAN said:

The call came out with plenty of time and the agenda showed up 21 days later which also is well ahead of our deadline for notice. 

Whoa!! This may or may not make a difference, but what EXACTLY is the notice requirement in your bylaws for a special meeting? Please quote it exactly, don't paraphrase. I think most of us... or maybe all of us... were assuming that this "agenda" got sent out just a couple of days before the meeting - well short of the required notice for the special meeting.

 

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As i understand it, you received a "notice of meeting" in the form of an agenda before the deadline for notice. That notice / agenda had all the elements required for a proper notice and was timely.

Your question is whether this complete and timely notice is rendered meaningless because, earlier, you had received a "save the date" message that wasn't a complete notice. It's up to your assembly but I would vote that your special meeting was properly noticed. The requirements of notice for the special meeting were met. If I was the chair defending that ruling under appeal, I would say that I went above and beyond the notice requirements (by sending the "save the date") so that as many members as possible could attend (because they knew the date waaay ahead of time and could plan) and that I should not be punished for my thoughtfulness.

In short, I think the "first notice" (aka "save the date") is a red herring given that a complete and timely notice was given.

 

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9 minutes ago, Richard Brown said:

I think most of us... or maybe all of us... were assuming that this "agenda" got sent out just a couple of days before the meeting - well short of the required notice for the special meeting.

Well, seeing as my internal filter is switched off at the moment (when did I start writing such long post?) (and start using so many parentheses?):

This situation is what I was alluding to in an earlier post

On 2/6/2019 at 3:56 PM, Atul Kapur said:

You tell us that the agenda was sent 21 days after the first notice, but not how far in advance of the special meeting it was sent out. If it was sent out a reasonable number of days before the actual meeting, the chair could argue that the first notice was simply a "save-the-date" and that the agenda -- which has all of the required information -- was the actual notice of meeting.

Which is what Sailorman has just confirmed is the situation.

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6 minutes ago, Atul Kapur said:

Well, seeing as my internal filter is switched off at the moment (when did I start writing such long post?) (and start using so many parentheses?):

This situation is what I was alluding to in an earlier post

Which is what Sailorman has just confirmed is the situation.

Fair enough. We will see if he thinks of that argument after I make my "Point of Order".

Thank you again,

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