Can a motion forbid further motions on a broad topic

[ronwass]

Hello experts.

Thank you for allowing me to join this forum.

My homeowners association several years ago passed a motion that forbid the board of directors from entertaining or instigating any future motions and/or discussion on the topic of bringing in new properties as future members. I thought this out of order at the time, because it was a motion in the negative, and also, it just seems out of order to prevent further discussion on such a broad topic.

It was a motion brought in the heat of emotion, and it was made before the membership really was able to think through the ramifications. You can imagine that there might be substantive reasons an association wants to expand.

This year, after careful thought, the homeowners association passed a by-law that puts in place a procedure for bringing in new properties.

As a workaround, the bylaw amendment was brought in by a committee of regular members, (not the board) which we are able to do.

Of course there is one disgruntled member who thinks the bylaw is out of order because of the previous motion, which, to clarify, was not an actual bylaw.

My questions:
Was the original motion indeed out of order?
If so, why specifically?
Can a body move to prevent all future discussion on a general issue? (As opposed to vote down a specific motion.)
Does the current bylaw supersede that old motion and make it moot?

Thank you so much in advance for any enlightenment.

Ron
 

Edited September 4, 2020 at 04:38 AM by ronwass
clarify pagination

[ronwass]

PS: In order to avoid this problem of ill considered motions adopted in the heat of a high emotional discussion, we also have since passed a bylaw that instigates a time period before a final vote can be taken on substantive motions or amendments allowing people to think things through.

Edited September 4, 2020 at 04:39 AM by ronwass

[Guest Bylaw trumps instruction]

In my (not very knowledgeable opinion) the bylaw amendment supersedes the old motion.

But do check if the bylaw amendment was done very properly (notification before, right way of voting, right number of votes)

Anything amiss there can invalidate the amendment. 

Also where the old order binds the board it does not bind the general membership

But have a look at the more knowledgeable opinions that will hopefully follow

[Joshua Katz]

7 hours ago, ronwass said:

My homeowners association several years ago passed a motion that forbid the board of directors from entertaining or instigating any future motions and/or discussion on the topic of bringing in new properties as future members. I thought this out of order at the time, because it was a motion in the negative, and also, it just seems out of order to prevent further discussion on such a broad topic.

 

Who passed it? The membership or the board? In my view, this is not a motion in the negative; a motion to not do something is in the negative; a motion not to do something is sometimes in the affirmative. Also, what do your bylaws say about the board's powers?

7 hours ago, ronwass said:

This year, after careful thought, the homeowners association passed a by-law that puts in place a procedure for bringing in new properties.

 

Okay.

7 hours ago, ronwass said:

Of course there is one disgruntled member who thinks the bylaw is out of order because of the previous motion, which, to clarify, was not an actual bylaw.

 

A motion with continuing effect, assuming it's valid, is a standing rule. The hierarchy in RONR places bylaws above standing rules. Thus, in the event of a conflict, the bylaw prevails. A bylaw amendment cannot be out of order because it conflicts with a standing rule. (In fact, most bylaw amendments, in some sense, conflict with the bylaws when introduced, which is why RONR says a motion that conflicts with the bylaws is out of order unless it is amending them, just as a motion that conflicts with a standing rule is out of order unless it is a motion to reconsider or to rescind or amendment something previously adopted.)

7 hours ago, ronwass said:

Can a body move to prevent all future discussion on a general issue? (As opposed to vote down a specific motion.)

It can try. Making it stick is another story. For instance, this is a standing rule with its application within meetings (assuming it is valid). It can be suspended. It can be rescinded or amended. A future body that wishes to change bounds put on them almost always can succeed. However, if this was an instruction from the membership to the board, it is the membership who can reverse it.

7 hours ago, ronwass said:

Does the current bylaw supersede that old motion and make it moot?

It depends on the wording of the bylaw, but it is not necessarily the case that a bylaw amendment providing for some means of enlarging the membership moots a standing rule preventing the board from considering ways to do the same. In fact, now that I write it, it doesn't seem likely. The board can be prohibited from doing something the membership does. If I say "no candy," and then let the child have an Andes mint, but only an Andes mint, the no candy rule doesn't go away.

[Richard Brown]

@ronwass, as I understand things, your  HOA MEMBERSHIP adopted a motion which prohibits the BOARD from  doing certain things, specifically "bringing in" additional properties.  Assuming for the sake of this discussion that the bylaws don't grant that authority exclusively to the Board, the membership had the right to adopt such a motion.  That motion, which has continuing effect, is in the nature of either a standing rule or a special rule of order.  In either event, in my opinion the membership had the authority to adopt the motion unless there is a bylaw provision placing that issue solely within the purview of the Board or if the membership is somehow subservient to the board.  I doubt that's the case. So, in my opinion, the membership most likely had the authority to adopt the motion and it is valid.

I further uinderstand that the MEMBERSHIP later adopted a bylaw amendment granting the Board the authority to do what the previous motion had prevented.  Assuming the proper procedures for amending the bylaws were followed, this bylaw amendment was validly adopted and supersedes (makes moot) the previously adopted motion.  The old motion has been superseded by the bylaw amendment and is now null and void just as if it had been rescinded.

Edited September 4, 2020 at 01:12 PM by Richard Brown
Added last paragraph. I inadvertently posted my response before completing it.

[Joshua Katz]

8 minutes ago, Richard Brown said:

I further uinderstand that the MEMBERSHIP later adopted a bylaw amendment granting the Board the authority to do what the previous motion had prevented.  Assuming the proper procedures for amending the bylaws were followed, this bylaw amendment was validly adopted and supersedes (makes moot) the previously adopted motion.  The old motion has been superseded by the bylaw amendment and is now null and void just as if it had been rescinded.

And, to clarify my earlier remarks, assuming Mr. Brown is right about what the amendment does, I agree. 

[ronwass]

Thank you very much for the intelligent insight.

To clarify: The new amendment was properly passed by the MEMBERSHIP,  with proper notice, discussion, resolution, and 2/3 affirmative vote, and puts in place a clear procedure for expanding membership.

The board, or anyone, can now propose new properties as members. To become actual new members they must then be subject to a 2/3 affirmative vote by the MEMBERSHIP,  and be added to the master list of properties as described and contained in the, you guessed it, bylaws. The board does not have the power to add new members by itself.

One further thought:

The master list was always in the bylaws and subject to amendment. We have now added this further clarification.  Now that I think of it, what the old motion attempted to do was to prevent the board from bringing up any amendment to the bylaws that would affect the master list.  The amendment procedure was always very clear and could not have been superseded by that motion, making it null and void.   Is that logical?

Thank you again.

[Joshua Katz]

3 minutes ago, ronwass said:

The board, or anyone, can now propose new properties as members. To become actual new members they must then be subject to a 2/3 affirmative vote by the MEMBERSHIP,  and be added to the master list of properties as described and contained in the, you guessed it, bylaws. The board does not have the power to add new members by itself.

 

Given this description, it seems to me that the motion is now null and void. However, take that with a shaker of salt, since only your organization can interpret your bylaws, and I haven't even seen the actual language.

4 minutes ago, ronwass said:

The master list was always in the bylaws and subject to amendment. We have now added this further clarification.  Now that I think of it, what the old motion attempted to do was to prevent the board from bringing up any amendment to the bylaws that would affect the master list.  The amendment procedure was always very clear and could not have been superseded by that motion, making it null and void.   Is that logical?

 

I don't follow. 

[ronwass]

18 minutes ago, Joshua Katz said:

I don't follow. 

Sorry. The master property list, as part of the bylaws, was always subject to amendment.  The board could always have put forward to the membership a proposed amendment that said something like, "shall X property be added to the master list."
The old motion said something like "the board can not propose new members." putting it in conflict with the existing clear right of the board to propose bylaw amendments.  Didn't it? 

 

Edited September 4, 2020 at 02:15 PM by ronwass

[Joshua Katz]

1 minute ago, ronwass said:

Sorry. The master property list, as part of the bylaws, was always subject to amendment.  The board could always have put forward to the membership a proposed amendment that said something like, "shall X property be added to the master list."
The old motion said something like "the board can not propose new members." putting it in conflict with the existing clear right of the board to propose bylaw amendments.  Didn't it? 

 

Well, I probably can't answer that, but I might have some ideas about it if you give me the exact language from the bylaws authorizing the board to propose an amendment to the master list. As a general statement, if the motion does conflict with the bylaws, then it is null and void, and a point of order may be raised at any time that the motion remains in effect. However, it seems more likely you'd want to raise a point of order regarding a conflict with the new amendment, not the bylaws as they existed, so it doesn't really seem to change much. 

As a general rule, interpreting bylaws requires studying the whole document, and is something only your organization can do via points of order and appeals. You can get advice from a parliamentarian, of course, but the only real decision is the one the assembly makes. And as far as advice goes, it is beyond the scope of this forum, in part for the reason mentioned, and so you'd need to hire a parliamentarian. The NAP and IAP both maintain referral lists.

[ronwass]

Thank you. Yes. Agree completely. I really appreciate your time.  The membership has made clear they wanted the new amendment. I won't dwell on the old motion anymore.

[Josh Martin]

9 hours ago, ronwass said:

My homeowners association several years ago passed a motion that forbid the board of directors from entertaining or instigating any future motions and/or discussion on the topic of bringing in new properties as future members. I thought this out of order at the time, because it was a motion in the negative, and also, it just seems out of order to prevent further discussion on such a broad topic.

What RONR says regarding motions "in the negative" is as follows:

"A motion whose only effect is to propose that the assembly refrain from doing something should not be offered if the same result can be accomplished by offering no motion at all. It is incorrect, for example, to move “that no response be made” to a request for a contribution to a fund, or “that our delegates be given no instructions,” unless some purpose would be served by adoption of such a motion. This could be the case, for example, if the membership of an organization wishes to make certain that a subordinate body, such as its executive board, will not take such action at a later date, or if the motion expresses an opinion or reason as to why no action should be taken." RONR (12th ed.) 10:11

So RONR notes that, in some cases, adopting a motion to refrain from doing something does make sense in some situations, and explicitly lists ordering a subordinate body (such as a board) not to take action on the subject as an example. There is no rule generally which would prevent an assembly from ordering a subordinate board to cease "further discussion on such a broad topic."

9 hours ago, ronwass said:

As a workaround, the bylaw amendment was brought in by a committee of regular members, (not the board) which we are able to do.

Of course there is one disgruntled member who thinks the bylaw is out of order because of the previous motion, which, to clarify, was not an actual bylaw.

The member is clearly incorrect. We are told the motion was brought by a committee (not the board) and that the motion only prevented the board from discussing these matters. 

9 hours ago, ronwass said:

Was the original motion indeed out of order?

It is not out of order due to any rule in RONR. It may be out of order due to some provision in the bylaws or applicable law which grant the board exclusive authority in this matter, but that is beyond the scope of RONR and this forum.

9 hours ago, ronwass said:

Can a body move to prevent all future discussion on a general issue? (As opposed to vote down a specific motion.)

In regards to a subordinate body, yes, a motion of this nature is in order. An organization may issue instructions to a subordinate body.

It would be possible for a body to do this in regards to itself as well, but it would take a special rule of order to do so, and the rule could be suspended.

9 hours ago, ronwass said:

Does the current bylaw supersede that old motion and make it moot?

I am not entirely certain. The intent of the motion may have been to prevent the board from taking any action in this regard while still permitting the membership to act on it. If so, I do not know that the membership subsequently adopting a bylaw on this subject changes anything.

If the membership desires that this limitation no longer be applied to the board, the best course of action would be to rescind the motion.

9 hours ago, ronwass said:

PS: In order to avoid this problem of ill considered motions adopted in the heat of a high emotional discussion, we also have since passed a bylaw that instigates a time period before a final vote can be taken on substantive motions or amendments allowing people to think things through.

I hope the actual rule is worded more clearly than this paraphrase. If I was the chair, I would not welcome having to make judgment calls on what is or is not a "substantive motion."

3 hours ago, Guest Bylaw trumps instruction said:

In my (not very knowledgeable opinion) the bylaw amendment supersedes the old motion.

There is no doubt that the bylaw amendment supersedes the motion, to the extent that they are in conflict. I don't know, however, that there is a conflict.

2 hours ago, Joshua Katz said:

It can try. Making it stick is another story. For instance, this is a standing rule with its application within meetings (assuming it is valid). It can be suspended. It can be rescinded or amended. A future body that wishes to change bounds put on them almost always can succeed. However, if this was an instruction from the membership to the board, it is the membership who can reverse it.

Although it is not relevant here since the motion was adopted as an instruction to the board, it seems to me that if the motion in question had been applied to the membership itself, it would have been a special rule of order. Because the motion affects which motions may be made, debated, etc., it seems to relate to the conduct of business in meetings. The membership still could have, of course, suspended the rule in a particular instance.

1 hour ago, Richard Brown said:

I further uinderstand that the MEMBERSHIP later adopted a bylaw amendment granting the Board the authority to do what the previous motion had prevented.  Assuming the proper procedures for amending the bylaws were followed, this bylaw amendment was validly adopted and supersedes (makes moot) the previously adopted motion.  The old motion has been superseded by the bylaw amendment and is now null and void just as if it had been rescinded.

Assuming this is an accurate description of what the amendment does, I agree.

[Joshua Katz]

3 minutes ago, Josh Martin said:

Although it is not relevant here since the motion was adopted as an instruction to the board, it seems to me that if the motion in question had been applied to the membership itself, it would have been a special rule of order. Because the motion affects which motions may be made, debated, etc., it seems to relate to the conduct of business in meetings. The membership still could have, of course, suspended the rule in a particular instance.

 

Fair enough.

[ronwass]

Thank you all for the thoughtful responses. Being able to find knowledgeable people and get advice on an obscure topic is one of the absolute best things about the Internet.

If y'all ever want music technology advice,  there are several excellent forums about different software platforms. I contribute to many of them.