Two-Thirds or Supermajority Vote

[Guest Kathryn Cornelius]

Several years ago, our organization voted to assess each member x-amount of dollars annually until a fund reached a certain amount. Once the fund reached its goal the assessment was to be reviewed annually and voted whether to continue. (the assessment is not a part of our Constitution, By-laws or standing rules; rather an action that was taken at a meeting of the assembly) Does the review of the assessment, and similarly the vote on whether to continue, have to be published in the Notice of Meeting? If not published in the Notice of Meeting, does it require a supermajority vote?

[jstackpo]

Since non-bylaw (&c) assessments may require, at the least, a 2/3 vote to adopt as a "suspend the rules" motion (RONR, p. 572, line 2), it seems to me that renewing the assessment would also require a "suspend the rules and..." approach.  A notice of intent to suspend the rules does NOT change the vote threshold - page 261.

It can also be fairly argued that authorization for additional assessments MUST be in the bylaws in the first place and that such a "must be" rule cannot be "suspended" at all, in that it protects a minority of members who don't care to pay any more money out.  Which brings your whole procedure into question.

It may all come down to the exact wording of the original assessment motion, interpretation of which will be your members' job to take care of.

 

[Richard Brown]

 I'm of the opinion that if the bylaws provide only for dues and make no mention of special assessments, this special assessment is invalid and has been invalid from the beginning. The bylaws cannot be suspended or overridden by two-thirds vote or any other vote to permit an assessment unless it is specifically authorized in the bylaws.

[Guest Kathryn Cornelius]

There is a provision in our by-laws that assessments can be affixed/voted by the Board of Directors.

[Richard Brown]

32 minutes ago, jstackpo said:

Since non-bylaw (&c) assessments may require, at the least, a 2/3 vote to adopt as a "suspend the rules" motion (RONR, p. 572, line 2), it seems to me that renewing the assessment would also require a "suspend the rules and..." approach.  A notice of intent to suspend the rules does NOT change the vote threshold - page 261.

What makes you think that any sort of suspension of the rules is involved (or required)? 

[Guest Kathryn Cornelius]

Same question: why would this be a suspension of the rules? The original motion stated that once the fund reached a certain amount, the assessment would be reviewed annually whether to continue. Since the original motion provided for the annual review, I don't see this as a suspension of the rules and, therefore, don't think a 2/3 vote would be required to terminate or suspend the assessment.

[Josh Martin]

1 hour ago, Guest Kathryn Cornelius said:

Several years ago, our organization voted to assess each member x-amount of dollars annually until a fund reached a certain amount. Once the fund reached its goal the assessment was to be reviewed annually and voted whether to continue. (the assessment is not a part of our Constitution, By-laws or standing rules; rather an action that was taken at a meeting of the assembly) Does the review of the assessment, and similarly the vote on whether to continue, have to be published in the Notice of Meeting? If not published in the Notice of Meeting, does it require a supermajority vote?

I see no reason why this would require notice or require anything more than a majority vote, unless the rule in question so provides.

[Rob Elsman]

Assuming we have a correct reading of the governing documents, I agree with Mr. Brown that the assessment of additional monies as a temporary funding mechanism, in the manner of extraordinary dues, is invalid and constitutes a "continuing breach". RONR (11th Ed.), pp. 251, item "a"; 572; 589-590, item 4.

[Richard Brown]

17 minutes ago, reelsman said:

Assuming we have a correct reading of the governing documents, I agree with Mr. Brown that the assessment of additional monies as a temporary funding mechanism, in the manner of extraordinary dues, is invalid and constitutes a "continuing breach". RONR (11th Ed.), pp. 251, item "a"; 572; 589-590, item 4.

Well, I interpret this follow-up post by guest Kathryn as stating the bylaws do provide for the board to impose special assessments:

1 hour ago, Guest Kathryn Cornelius said:

There is a provision in our by-laws that assessments can be affixed/voted by the Board of Directors.

Based on that statement  (and assuming that is what the bylaws do in fact say),  I am of the opinion that the board did have the authority to impose the special assessment.

Edited May 20, 2019 at 02:56 PM by Richard Brown
Added text as indicated by underlining

[Rob Elsman]

Yes, I see that, but the original post leads me to understand that the assessment, in this case, was adopted by the general membership assembly, not the board. If my understanding is correct, I stand by my reply.

[jstackpo]

1 hour ago, Richard Brown said:

What makes you think that any sort of suspension of the rules is involved (or required)? 

Based on the tricky (specious?) argument that the rule requiring assessment authorization is a rule in RONR, not an existing rule (or prohibition) in the bylaws, that - the RONR rule - is the one requiring suspension in order to initiate assessments. 

But, "Do I contradict myself? Very well, then I contradict myself, I am large, I contain multitudes":  If we consider that adopting RONR as the parliamentary authority incorporates the books' rules (the mandatory ones anyway) into the bylaws then there is a firm requirement that assessments be authorized in the bylaws.  By this argument, the assessments have been a continuing breach since the git-go.  Or not, after all, since...

1 hour ago, Guest Kathryn Cornelius said:

There is a provision in our by-laws that assessments can be affixed/voted by the Board of Directors.

This brings us back to the precise wording of the original motion and its interpretation. If renewing the assessments amounts to amending something previously adopted (the initial motion), then a 2/3 vote, or majority with notice, in required.  But if the assessment renewal just amounts to imposing a new assessment every year, the the board can do that by majority.

Yo pays yo money...

[Guest Kathryn Cornelius]

Let me rephrase my question:

By-laws do provide for assessments as voted on by the BoD, so there is no question that the assessment is legit.

The original motion, by which the assessment was levied, contained the wording that once the fund reached a certain amount, it would be reviewed annually whether to continue the assessment. This has been done with the exception of a few years when the review was overlooked. A report on fund amount has been given annually (actually at every meeting of the organization which meets 4 times a year).

By reason that the original motion contained the wording "to be reviewed annually", I would think that would stand as Notice of review, and that no special Notice need  be given in the Notice/Call of Meeting. So, if at the annual meeting, a review of the assessment was brought before the assembly, via motion properly made to terminate the assessment in light of the fact that the fund has reached (and exceeded) its goal, a simple majority vote would be all that is needed to terminate the assessment.

[Guest Kathryn Cornelius]

Just realized I didn't really make my question clear:  Is notice and a 2/3 vote required to continue or terminate the assessment if the original motion levying the assessment contained the wording "said assessment to be reviewed annually"?  (And just for the record, only the BoD has voting rights; not the entire assembly. So who gets a vote is not the question.)

[Bruce Lages]

I think Dr. Stackpole has answered your question. If the board's intent is to just continue the assessment at its current amount, then no notice is required and a majority vote will suffice. (Again, whether any motion is required to continue the current assessment depends on the wording of the original motion.) If a change is to made to the current assessment, and that change amounts to amending something previously adopted, then previous notice will serve to reduce the voting threshold from 2/3 to a majority. In my opinion, the statement in the original motion that the assessment is to be reviewed annually does not constitute proper notice for subsequent motions to change the assessment. You said you meet four times a year - proper notice would have to specify at which of those meetings an adjustment is to be considered.

[Gary Novosielski]

11 hours ago, Guest Kathryn Cornelius said:

There is a provision in our by-laws that assessments can be affixed/voted by the Board of Directors.

But your question seemed to indicate this was not voted by the Board, but by the general membership.

Edited to add:

Ah, I think this was clarified in a later post.  I concur that, based on this paraphrase of the bylaws, it seems that only a majority vote would be required to adjust the assessment.

Edited May 21, 2019 at 01:13 AM by Gary Novosielski