Timeliness of Appeal

[Tomm]

Our organizations Board holds meetings open to the general membership. They have a crazy rule that "Motions made in Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by two-thirds majority of the Board."

It's been discovered that a motion, (which would basically establish a Special Rule of Order), and currently read only twice and voted on, used the incorrect vote count. They used a simple majority rather than previous notice and a 2/3rds majority.

Question: Since this Motion is still, kinda in-flux, and not yet finalized, is there any recourse? Can the previous two readings and votes still be challenged or is it a done deal? BTW, the motion will pass with a simple majority vote but will fail if 2/3rds is required.

 

[Josh Martin]

38 minutes ago, Tomm said:

Our organizations Board holds meetings open to the general membership. They have a crazy rule that "Motions made in Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by two-thirds majority of the Board."

It's been discovered that a motion, (which would basically establish a Special Rule of Order), and currently read only twice and voted on, used the incorrect vote count. They used a simple majority rather than previous notice and a 2/3rds majority.

Question: Since this Motion is still, kinda in-flux, and not yet finalized, is there any recourse? Can the previous two readings and votes still be challenged or is it a done deal? BTW, the motion will pass with a simple majority vote but will fail if 2/3rds is required.

No, the votes taken at the previous two readings may not be challenged at this time. A Point of Order generally must be raised at the time of the breach. After the meeting is over, it is much too late. The issue could be raised in regard to the third vote and reading when that occurs.

I would note, however, that a special rule of order may be adopted by a 2/3 vote with previous notice or by a vote of a majority of the entire membership (of the board, in this case). So it may well be that there was no error with the vote.

I would also note that, in my view, the board’s “three readings” rule essentially serves as notice.

Edited September 26, 2019 at 09:56 PM by Josh Martin

[Tomm]

"or by a vote of a majority of the entire membership (of the board, in this case). So it may well be that there was no error with the vote."

This is only a meeting of the Board, and not the entire general membership. General Membership meetings occur on an annual basis. Since "A board within an organized society, on the otherhand, is an instrumentality of the society's full assembly, to which it is subordinate", my interpretation of (b) on pg. 17, ll 28-31 is that the entire membership would be the "majority of the entire membership".

Therefore, IMO a Board meeting requires the previous notice and two-thirds, but the annual general membership meeting only requires majority????  It doesn't quite make sense to me that a smaller Board would be able to drive a motion that affects the entire membership with a simple majority vote on a Special Rule of Order? But it does make sense too me that a much larger general assembly would only require a majority.

[Atul Kapur]

"majority of the entire membership" refers to the entire membership of the body that is meeting. If that is the board, then it is a majority of the entire membership of the board.

From your last paragraph, it sounds like the board is looking to create a Special Rule of Order that will affect membership meetings. The board does not have the authority to do that, whether you have three readings or not. [posts further down clarify that this is not the case]

Edited September 27, 2019 at 03:20 AM by Atul Kapur
corrected typo and updated to clarify

[Tomm]

The "Special Rule of Order" would allow non-board members to speak in debate at Board meetings!

But if the majority of the Board is considered the "entire membership", then why bother requiring the previous notice and 2/3rds majority, and just allow a simple majority?

[Tomm]

"From your last paragraph, it sounds like the board is looking to create a Special Rule of Order that will affect membership meetings. The board does not have the authority to do that, whether you have three readings or not."

Where can I find the Rule that prohibits the board to establish that Special Rule?

[Gary Novosielski]

3 hours ago, Tomm said:

The "Special Rule of Order" would allow non-board members to speak in debate at Board meetings!

But if the majority of the Board is considered the "entire membership", then why bother requiring the previous notice and 2/3rds majority, and just allow a simple majority?

The board can adopt such a Special Rule of Order because it affects their own board meetings. They cannot pass a rule that affects membership meetings because boards are subordinate to the membership.

The rules for passing a Special Rule of Order require:

a. previous notice, and a 2/3 vote, or

b. a vote of a majority of the entire membership (of the body that is meeting),

either of which will suffice.

In a small board where every member usually attends, and votes, a majority of the entire membership is usually just as easy to achieve as a majority vote, and easier than a 2/3 vote.  But it's not easy to achieve when several members are absent or abstain, or in large groups with a fairly low quorum and where attendance is usually low.  In fact, if half or fewer of the members attend it is impossible to achieve a majority of the entire membership because the entire membership includes absent members.

 

Edited September 27, 2019 at 03:22 AM by Gary Novosielski
fix bum info

[Bruce Lages]

According to RONR, p.17, l.28-31, there are only two ways to adopt special rules of order: 1) a 2/3 vote with previous notice, or 2) a vote of a majority of the entire membership. The methods Mr. Novosielski has given above are those for amending something previously adopted.

[Gary Novosielski]

Whoops, yep. Got carried away.  Fixed it.

And thanks.

Edited September 27, 2019 at 03:23 AM by Gary Novosielski

[Atul Kapur]

3 hours ago, Tomm said:

"From your last paragraph, it sounds like the board is looking to create a Special Rule of Order that will affect membership meetings. The board does not have the authority to do that, whether you have three readings or not."

Where can I find the Rule that prohibits the board to establish that Special Rule?

Now that you have clarified that this is a Special Rule of Order affecting who can speak at board meetings, the board has the authority to adopt this. Your earlier comment, " Board would be able to drive a motion that affects the entire membership" had caused me to think that the board was trying to pass a Special Rule for membership meetings.

[Josh Martin]

14 hours ago, Tomm said:

The "Special Rule of Order" would allow non-board members to speak in debate at Board meetings!

But if the majority of the Board is considered the "entire membership", then why bother requiring the previous notice and 2/3rds majority, and just allow a simple majority?

Because they are not necessarily the same thing. A “simple” majority vote is a majority of the members present and voting. A majority of the entire membership is a majority of all members of the board, even members who are abstaining or who are absent. The purpose of the rule is to prevent a temporary majority, due to fluctuations in attendance, from adopting rules the rest of the members do not support. The majority of the entire assembly, however, is free to adopt such rules of order as it pleases.

The 2/3 vote with previous notice is an alternative option which is provided, since the notice lets all members know the motion is coming up, and because in some assemblies, getting a majority of the entire membership at a meeting is virtually impossible. (This is generally less of an issue in boards.)

The phrase “entire membership,” in this context, has nothing to do with whether a motion may be adopted by the board or by the society.

14 hours ago, Tomm said:

"From your last paragraph, it sounds like the board is looking to create a Special Rule of Order that will affect membership meetings. The board does not have the authority to do that, whether you have three readings or not."

Where can I find the Rule that prohibits the board to establish that Special Rule?

Well, based on the further information provided, it sounds like this has nothing to do with membership meetings, but nonetheless...

“The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above... A board that is not a part of a society can adopt its own rules, provided that they do not conflict with anything in the legal instrument under which the board is constituted.” (RONR, 11th ed., pg. 486)

Edited September 27, 2019 at 01:57 PM by Josh Martin