rescinding something previously adopted

[BabbsJohnson]

When a motion to rescind occurs, does the item in question have to be on the agenda?

if so, does that still apply if the board is rescinding the motion to appoint a committee that serves “at the pleasure of the board”, or since the thing in question has that status, can it be rescinded at any time, regardless of what is it is not on the agenda?

Second part of that question:

if the board improperly handled rescinding a motion, and in fact did not rescind, did not even put forth a motion to rescind, but just “decided” after a discussion that the committee was no more, and the committee still exists, does that need to be on the agenda in order to discuss (and) does anything change about that situation if the discussion in question was actually handled illegally, meaning when it was had, in fact broke state law?

(it was an unauthorized topic, which made the discussion illegal and also not on any agenda)

 

[Josh Martin]

4 hours ago, .oOllXllOo. said:

When a motion to rescind occurs, does the item in question have to be on the agenda?

Nothing in RONR requires anything to be on the agenda or for the assembly to use an agenda at all.

Giving previous notice of a motion to rescind is not required, but it lowers the threshold for adoption.

4 hours ago, .oOllXllOo. said:

if so, does that still apply if the board is rescinding the motion to appoint a committee that serves “at the pleasure of the board”, or since the thing in question has that status, can it be rescinded at any time, regardless of what is it is not on the agenda?

Again, no rule in RONR requires anything to be on the agenda. The rules concerning previous notice are the same.

4 hours ago, .oOllXllOo. said:

if the board improperly handled rescinding a motion, and in fact did not rescind, did not even put forth a motion to rescind, but just “decided” after a discussion that the committee was no more, and the committee still exists, does that need to be on the agenda in order to discuss (and) does anything change about that situation if the discussion in question was actually handled illegally, meaning when it was had, in fact broke state law?

What do you mean by “decided?”

As for the state law issues, talk to a lawyer.

[BabbsJohnson]

1 minute ago, Josh Martin said:

Nothing in RONR requires anything to be on the agenda or for the assembly to use an agenda at all.

Giving previous notice of a motion to rescind is not required, but it lowers the threshold for adoption.

Again, no rule in RONR requires anything to be on the agenda. The rules concerning previous notice are the same.

What do you mean by “decided?”

As for the state law issues, talk to a lawyer.

In the minutes, there was a comment that a discussion took place in Executive, then a note about the presidebtbannouncingbin open session that a decision was made to get rid of the committees, but no motion nor the vote resulting was noted.

[Josh Martin]

Just now, .oOllXllOo. said:

In the minutes, there was a comment that a discussion took place in Executive, then a note about the presidebtbannouncingbin open session that a decision was made to get rid of the committees, but no motion nor the vote resulting was noted.

Assuming the minutes are accurate and complete in this matter, I agree the committee still exists.

[BabbsJohnson]

10 minutes ago, Josh Martin said:

Assuming the minutes are accurate and complete in this matter, I agree the committee still exists.

The committee had special privileges that were taken away upon this decision several months ago.  I doubt that anyone will recognize the validity of my claim that the committee still exists,  but whatever deciding they did was not in open session, which in my state makes it illegal that they even tackled the subject there. 

The subject of talking about such a move was not on any of the agendas that day.

 My state requires everything that is discussed and voted upon be on an agenda that is put up for days before hand.  Is a violation of the open meeting act laws in my state for any item of business to be discussed or acted upon if it is not on the agenda.

 If I asserted that the committee still existed and that  The roles and privileges of those on the committee should be restored immediately, would they have to do the processing of rescinding  the original motion that formed the committees in order for the committees to actually go away?

Or could the president just say “hey board members we don’t want that anymore, right?” and just ask them to raise their hands to vote the committees out... I mean would that be a valid vote to rescind even though it was not worded correctly ?

Edited June 26, 2019 at 02:29 PM by .oOllXllOo.
Add detail

[Josh Martin]

2 hours ago, .oOllXllOo. said:

If I asserted that the committee still existed and that  The roles and privileges of those on the committee should be restored immediately, would they have to do the processing of rescinding  the original motion that formed the committees in order for the committees to actually go away?

I suppose that this would be handled as a Point of Order, and what happens next depends on the outcome of the Point of Order and any subsequent appeal.

2 hours ago, .oOllXllOo. said:

Or could the president just say “hey board members we don’t want that anymore, right?” and just ask them to raise their hands to vote the committees out... I mean would that be a valid vote to rescind even though it was not worded correctly ?

I think that this should be properly understood as a motion to rescind, even if not worded as such, and should be considered a valid vote. Since previous notice is apparently not given in this example, this would require a 2/3 vote or a vote of a majority of the entire membership (of the board) for adoption.

The effect of the applicable rules in state law concerning agendas and executive sessions is a legal question and should be directed to an attorney.

Edited June 26, 2019 at 04:51 PM by Josh Martin

[Richard Brown]

2 hours ago, .oOllXllOo. said:

In the minutes, there was a comment that a discussion took place in Executive,

Executive WHAT??  Executive sesion?  Executive committee?  Executive Board?  Meeting of Executive Chefs?

 

2 hours ago, .oOllXllOo. said:

 My state requires everything that is discussed and voted upon be on an agenda that is put up for days before hand.  Is a violation of the open meeting act laws in my state for any item of business to be discussed or acted upon if it is not on the agenda.

Nosey, what kind of organization is this? I imagine your state's open meetings law applies only to certain types of organizations, typically homeowner associations and similar entities.  Run of the mill garden clubs, social clubs, business associations, etc are not, to the best of my knowledge, covered by the open meetings law in any state.  I think your statement is a bit over-broad.

[Josh Martin]

6 minutes ago, Richard Brown said:

Nosey, what kind of organization is this? I imagine your state's open meetings law applies only to certain types of organizations, typically homeowner associations and similar entities.  Run of the mill garden clubs, social clubs, business associations, etc are not, to the best of my knowledge, covered by the open meetings law in any state.  I think your statement is a bit over-broad.

As I recall from previous threads, the OP’s organization is a homeowner’s association (or similar entity).

[BabbsJohnson]

1 hour ago, Josh Martin said:

As I recall from previous threads, the OP’s organization is a homeowner’s association (or similar entity).

That is correct.

[Gary Novosielski]

1 hour ago, Josh Martin said:

I suppose that this would be handled as a Point of Order, and what happens next depends on the outcome of the Point of Order and any subsequent appeal.

I think that this should be properly understood as a motion to rescind, even if not worded as such, and should be considered a valid vote. Since previous notice is apparently not given in this example, this would require a 2/3 vote or a vote of a majority of the entire membership (of the board) for adoption.

The effect of the applicable rules in state law concerning agendas and executive sessions is a legal question and should be directed to an attorney.

Couldn't this also be treated as a unanimous consent request?  After discussion (which apparently happens without a motion?), the chair could say "Then, if there is no objection, the committee will be discharged."  No vote necessary.

So I think a case could be made that the minutes of the chair announcing that a decision had been made to discharge the committee might not be so crazy as it sounds.  I think it could be equally considered as a unanimous consent request as much as a motion to rescind, or discharge, or ...?

As far as agendas are concerned, RONR doesn't require them, so the OP is on her own there.  Some sunshine laws attempt, with varying success, to distinguish between substantive matters, which must be on the agenda, and procedural matters, which need not be.  I think a motion or action to discharge a committee is a gray area that might be argued either way.

[Josh Martin]

3 hours ago, Gary Novosielski said:

Couldn't this also be treated as a unanimous consent request?  After discussion (which apparently happens without a motion?), the chair could say "Then, if there is no objection, the committee will be discharged."  No vote necessary.

Yes, I think so (assuming that there is no objection).

3 hours ago, Gary Novosielski said:

So I think a case could be made that the minutes of the chair announcing that a decision had been made to discharge the committee might not be so crazy as it sounds.  I think it could be equally considered as a unanimous consent request as much as a motion to rescind, or discharge, or ...?

Yes, I think it could be considered a request for unanimous consent assuming such a request was actually made. A request for unanimous consent involves actually asking for consent, or at the very minimum, stating “If there is no objection...” as an implied request for unanimous consent. The chair can’t simply say whatever he wants, without even indicating that objections are in order, and assume there is unanimous consent.

Possibilities such as this are why I said “Assuming the minutes are accurate and complete in this matter.” If there is a granted request for unanimous consent, the minutes should reflect as much.

[J. J.]

1 hour ago, Josh Martin said:

Possibilities such as this are why I said “Assuming the minutes are accurate and complete in this matter.” If there is a granted request for unanimous consent, the minutes should reflect as much.

I'm not sure that the minutes should say that the request is granted, under RONR.  Statute may provide otherwise. 

If a committee was discharged as a result of a two thirds vote, the minutes should not have to note that. 

[Josh Martin]

3 hours ago, J. J. said:

I'm not sure that the minutes should say that the request is granted, under RONR.  Statute may provide otherwise. 

If a committee was discharged as a result of a two thirds vote, the minutes should not have to note that. 

If the assembly makes a decision on a main motion, whether by unanimous consent or otherwise, it seems to me the minutes should reflect that fact, rather than simply saying that the President announced it. It seems to me the latter creates the impression that it was simply the President’s statement and not the assembly’s decision.

I agree that the minutes do not need to reflect the fact that the motion was adopted by unanimous consent, or by a 2/3 vote, or whatever - if no counted vote is ordered, the minutes need only note that it was adopted.

[J. J.]

3 minutes ago, Josh Martin said:

If the assembly makes a decision on a main motion, whether by unanimous consent or otherwise, it seems to me the minutes should reflect that fact, rather than simply saying that the President announced it. It seems to me the latter creates the impression that it was simply the President’s statement and not the assembly’s decision.

I agree that the minutes do not need to reflect the fact that the motion was adopted by unanimous consent, or by a 2/3 vote, or whatever - if no counted vote is ordered, the minutes need only note that it was adopted.

 

It definitely should be minuted, e.g. "the assembly discharged the committee," in cases where the action was taken by unanimous consent. 

[BabbsJohnson]

37 minutes ago, J. J. said:

 

It definitely should be minuted, e.g. "the assembly discharged the committee," in cases where the action was taken by unanimous consent. 

From the Executive minutes when the "discussion" took place:

"The Board held a general discussion about eliminating the (committees) to encourage more detailed communications with all vendors"

From the minutes of the open session, same night:

"(President's name) announced that the (committees) are being eliminated to encourage more detailed comunications directly with all vendors"

 

Does that qualify as properly handled? No motion, no vote, no mention of unanimous consent, or even agreement among those present.

[Richard Brown]

2 hours ago, .oOllXllOo. said:

Does that qualify as properly handled? No motion, no vote, no mention of unanimous consent, or even agreement among those present.

Not in my opinion.

[BabbsJohnson]

5 hours ago, Richard Brown said:

Not in my opinion.

Would you say it was handled such that the supposed action was still valid?

And even though this is not an RONR issue, there is still the detail that it was handled as an unauthorized topic, and so was actually illegal according to state law.

Personally, I find it hard to believe that a piece of business that, in its execution, did in fact break the law, could ever be seen as valid 

[jstackpo]

7 minutes ago, .oOllXllOo. said:

Personally, I find it hard to believe that a piece of business that, in its execution, did in fact break the law, could ever be seen as valid 

The reasonable argument is that we parliamentarians are not lawyers, for the most part, so we have no business advising on legal matters, such as "Is this an illegal act?"  We should stick to our last and advise on procedure ("how", not "what") only.

Edited June 27, 2019 at 11:20 AM by jstackpo

[BabbsJohnson]

1 hour ago, jstackpo said:

The reasonable argument is that we parliamentarians are not lawyers, for the most part, so we have no business advising on legal matters, such as "Is this an illegal act?"  We should stick to our last and advise on procedure ("how", not "what") only.

Yes, I do understand that, and also that some may not want to reflect on such details, but in the spirit of those who are willing to participate in the of rolling around of ideas, where their logical end might seem to be, I included the information anyway.

[J. J.]

10 hours ago, .oOllXllOo. said:

From the Executive minutes when the "discussion" took place:

"The Board held a general discussion about eliminating the (committees) to encourage more detailed communications with all vendors"

From the minutes of the open session, same night:

"(President's name) announced that the (committees) are being eliminated to encourage more detailed comunications directly with all vendors"

 

Does that qualify as properly handled? No motion, no vote, no mention of unanimous consent, or even agreement among those present.

The recording of this is proper in my opinion. 

The minutes should read "The board (or other assembly) eliminated (the committees)," or something similar.

If the chair said something like, "Okay, (these specific committees) are abolished," and no one objected at the time, they were abolished, at least from a procedural standpoint.  According to RONR, the minutes do not have to list the method of voting, nor the count, except in cases where a count has been ordered by the chair, or where the vote was by roll call or ballot. 

There may be legal requirements covering your organizations, but that a legal question. 

 

[BabbsJohnson]

2 minutes ago, J. J. said:

The recording of this is proper in my opinion. 

The minutes should read "The board (or other assembly) eliminated (the committees)," or something similar.

If the chair said something like, "Okay, (these specific committees) are abolished," and no one objected at the time, they were abolished, at least from a procedural standpoint.  According to RONR, the minutes do not have to list the method of voting, nor the count, except in cases where a count has been ordered by the chair, or where the vote was by roll call or ballot. 

There may be legal requirements covering your organizations, but that a legal question. 

 

Even though there was no motion noted, nor even a statement that all were in agreement on the action?

[Gary Novosielski]

11 hours ago, .oOllXllOo. said:

From the Executive minutes when the "discussion" took place:

"The Board held a general discussion about eliminating the (committees) to encourage more detailed communications with all vendors"

From the minutes of the open session, same night:

"(President's name) announced that the (committees) are being eliminated to encourage more detailed comunications directly with all vendors"

 

Does that qualify as properly handled? No motion, no vote, no mention of unanimous consent, or even agreement among those present.

Were any corrections offered to the minutes when presented for approval, or has that not yet happened?

[BabbsJohnson]

1 hour ago, Gary Novosielski said:

Were any corrections offered to the minutes when presented for approval, or has that not yet happened?

No. They were signed as correct.

[Josh Martin]

2 hours ago, J. J. said:

If the chair said something like, "Okay, (these specific committees) are abolished," and no one objected at the time, they were abolished, at least from a procedural standpoint.  According to RONR, the minutes do not have to list the method of voting, nor the count, except in cases where a count has been ordered by the chair, or where the vote was by roll call or ballot. 

I disagree that this is sufficient for unanimous consent. The procedure for unanimous consent requires the chair to actually request unanimous consent or, at a minimum, to imply such a request by words such as “If there is no objection...” The chair simply making a statement is not a proper request for unanimous consent.

[BabbsJohnson]

33 minutes ago, Josh Martin said:

I disagree that this is sufficient for unanimous consent. The procedure for unanimous consent requires the chair to actually request unanimous consent or, at a minimum, to imply such a request by words such as “If there is no objection...” The chair simply making a statement is not a proper request for unanimous consent.

And just a note: We have never used it, never discussed using unanimous consent. I’m not even sure any of the current board members are aware of the option.