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Brian McMillan

Possible Board strategies for controlling spontaneous new business

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This is my first post here and I am a novice Parliamentarian for my organization who is just learning Robert's Rules.

At our recent Annual General Meeting (before I assumed this role), a member put forward a contentious motion when New Business was called. The motion was seconded, discussed by the members present, and - albeit with some deviance from Robert's Rules - a vote was called and the motion passed. Normally Members refrain from raising new business in our AGMs, so the presiding officers were not prepared for handling the situation and many Members left feeling upset by the entire debate and vote. There were feelings that the debate did not allow all voices to be heard, some members felt unprepared for the question and debate, and - this is an extra complication - some members were watching remotely (due to the COVID-19 restrictions) and were unable to participate. (We did however have quorum in person.)

The Board is now seeking a way to avoid a similar occurrence at future AGMs. Some of the proposals include:

  • Stating that all new business must be added prior to the adoption of the AGM agenda,
  • Granting the power to the Board to "reconsider" all motions passed at the AGM that were not raised at least 14 days prior to the AGM,
  • Limiting all motions not raised at least 14 days prior to the AGM to "non-binding recommendations to the Board,"
  • Allowing all motions not raised at least 14 days prior to the AGM to be conducted "out of order",  meaning that Members will be able to continue debate online on the organization's listserv for 14 days after the AGM, at which point an electronic vote will be held on the question.

The Board is seeking a way to move expeditiously and efficiently with business, yet still provide a forum for debate among the Membership on emergent issues in a way that is equitable to all. Given the current pandemic, we will likely see more, if not entirely, online participation and need a way to ensure that contentious topics are handled with the respect and time they deserve.

Edited by Brian McMillan

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I'm not sure you asked a question, but when it comes to a meeting of the membership, the board has no authority under the rules in RONR to impose any of the things you mentioned.  Members are always entitled to make motions as new business unless the bylaws require previous notice.

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37 minutes ago, George Mervosh said:

Members are always entitled to make motions as new business unless the bylaws require previous notice.

Does it have to be in the bylaws or would a Special Rule of Order suffice?

@Brian McMillan, I agree with Mr. Mervosh that, whether it's in the by-laws or a special rule, only the membership can place any of those types of restrictions on a membership meeting. As you become more familiar with RONR, you will find that there are many ways to handle this if you are concerned about the membership being unprepared for this motion. For example, you could have moved to Postpone it until the next meeting, depending on when the next meeting will be held, or to Refer it to a committee or the board to consider it in-depth then report back to a future membership meeting.

Edited by Atul Kapur

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54 minutes ago, Brian McMillan said:

The Board is now seeking a way to avoid a similar occurrence at future AGMs. Some of the proposals include:

  • Stating that all new business must be added prior to the adoption of the AGM agenda,
  • Granting the power to the Board to "reconsider" all motions passed at the AGM that were not raised at least 14 days prior to the AGM,
  • Limiting all motions not raised at least 14 days prior to the AGM to "non-binding recommendations to the Board,"
  • Allowing all motions not raised at least 14 days prior to the AGM to be conducted "out of order",  meaning that Members will be able to continue debate online on the organization's listserv for 14 days after the AGM, at which point an electronic vote will be held on the question.

The Board is seeking a way to move expeditiously and efficiently with business, yet still provide a forum for debate among the Membership on emergent issues in a way that is equitable to all.

The board has no authority to adopt any of these proposals. The membership could adopt some or all of these proposals. The first three could be adopted as special rules of order or by amending the bylaws. Adopting a special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership. Your bylaws should specify how they may be amended.

The last one might require an amendment to the bylaws, since RONR provides that absentee voting is not permitted unless authorized by the bylaws. A special rule of order might suffice if absentee voting in the manner described is already authorized in the bylaws.

As to the question of which of these proposals (if any) should be adopted, that is ultimately a question for the organization to decide for itself. I would personally suggest, however, staying away from the second and fourth proposals, as these introduce some very odd concepts which are foreign to the common parliamentary law (a motion being reconsidered by a different assembly, and a motion being ruled "out of order" which is then subsequently debated and voted on via asynchronous electronic means). The other two proposals may or may not be in the best interests of the organization, but they at least seem to be workable.

Edited by Josh Martin

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10 minutes ago, Atul Kapur said:

Does it have to be in the bylaws or would a Special Rule of Order suffice?

I think Mr. Martin addressed this, yes.

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At the annual meeting, it might be worthwhile for the general membership to adopt a main motion at the beginning of the meeting to order the members of the board to take their seats among the other members instead of sitting at the front of the meeting area.  This simple step goes a long way to restore the correct balance between the two assemblies.  In a meeting of the general membership assembly, the members of the board are just ordinary members of the general membership assembly (assuming they are not "outside directors"); they have no power to preside over the meeting, much less impose their judgment over the judgment of the general membership assembly.

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Thank you all for your insights. I apologize for not explicitly stating my question, and I'm glad you were able to extrapolate it from my description of the situation! I took such a long time to draft my message that I didn't have sufficient time to review it before needing to move on to another task. I will pass your feedback on to the Board.

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13 hours ago, Brian McMillan said:

Normally Members refrain from raising new business in our AGMs, so the presiding officers were not prepared for handling the situation and many Members left feeling upset by the entire debate and vote. There were feelings that the debate did not allow all voices to be heard, some members felt unprepared for the question and debate, and - this is an extra complication - some members were watching remotely (due to the COVID-19 restrictions) and were unable to participate. (We did however have quorum in person.)

The Board is now seeking a way to avoid a similar occurrence at future AGMs. Some of the proposals include:

I find this puzzling. Why does the organization have meetings if it is so uncommon to conduct business that it throws the presiding officer for a loop?

Speaking of which, what do you  mean by "presiding officers"? There should be one person presiding.

Now, it seems, the board wants to prevent future occurrences of members making decisions and conducting business at their own meetings. That sounds like a run-away board.

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8 minutes ago, Joshua Katz said:

Why does the organization have meetings if it is so uncommon to conduct business that it throws the presiding officer for a loop?

I can't speak for Mr. McMillan, but in both deliberative societies I've been active in recently, most decisions are made by the board. Business at general meetings is mostly confined to elections and bylaws amendments, but the main purpose of the general meetings is networking and educational programming. For someone to make an original main motion at one of these meetings is a rare and surprising event. As a result, the societies' presidents are elected for their leadership abilities, not for their skill in presiding, and usually relinquish the chair to one of the few members learned in parliamentary law (sometimes even following the rules in RONR for ceding the chair!) when complicated business comes up.

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I can't say I've ever been a part of such an organization, so I guess I'm outside my area of experience. Of course, I'm familiar with the model from studying corporations, I just haven't seen it in ordinary organizations.

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12 hours ago, Joshua Katz said:

I find this puzzling. Why does the organization have meetings if it is so uncommon to conduct business that it throws the presiding officer for a loop?

Well, specifically what was said is that "Normally Members refrain from raising new business in our AGMs, so the presiding officers were not prepared for handling the situation..." (emphasis added)

So I don't know that it is the case that the organization generally does not conduct business at all. Rather, it may be that the organization generally does conduct business at its meetings, but it is customary to provide notice of the business to be introduced in advance (even although it is not strictly required).

Alex M. also correctly notes that in some societies, the membership generally conducts only the business which is exclusively reserved for the membership, such as elections and amendments to the bylaws.

12 hours ago, Joshua Katz said:

Now, it seems, the board wants to prevent future occurrences of members making decisions and conducting business at their own meetings. That sounds like a run-away board.

The proposed rules, however, do not in fact prevent "future occurrences of members making decisions and conducting business at their own meetings." Rather, they require members to provide notice of business to be introduced in advance of the meeting, and it would seem that business which has proper notice is conducted in the usual manner. Some of the rules also address how to handle business which does not have proper notice. The stated intention for such rules is not only to allow the board to be prepared, but to allow members of the society to be prepared. Such rules really are not that unusual, especially for large organizations which only meet annually or less. Whether such rules are in the best interests of the organization will be up to the membership to determine.

12 hours ago, Joshua Katz said:

Speaking of which, what do you  mean by "presiding officers"? There should be one person presiding.

I missed that detail. One hopes it was just a typo. If the organization is, in fact, trying to have multiple persons preside simultaneously, I agree that this practice should be ceased immediately.

12 hours ago, Joshua Katz said:

I can't say I've ever been a part of such an organization, so I guess I'm outside my area of experience. Of course, I'm familiar with the model from studying corporations, I just haven't seen it in ordinary organizations.

In my experience, ordinary organizations vary widely in this regard. Some have highly active memberships, some follow the model Alex M. describes, and some fall somewhere in between.

Edited by Josh Martin

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The organization I'm most active with is a similar sort; until just a couple of months ago, we actually had a rule in our bylaws that any business not placed on the agenda by the Steering Committee (i.e. board) would require a 2/3 vote to be heard. Not to pass, mind you. We actually had to have a 2/3 vote before the new business would be on the floor to be debated. In the roughly four years I've been a member (with monthly meetings), I think I've seen it called for a grand total of once.

(We've recently amended the bylaws to something more reasonable, in my opinion: business that wasn't placed on the agenda by the Steering Committee requires a 2/3 vote to pass.)

Our general membership meetings tend toward pep rallies rather than deliberative assembles. The real knock-down-drag-out arguments happen at the Steering Committee.

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