Voting on Choice A or Choice B

[Guest Bob M]

At a meeting in October our Board voted to have a meeting in November to vote on implementing Choice A or Choice B.

In the meeting in November, the agenda was stated that our meeting was strictly for the purpose of voting on Choice A or Choice B. In the discussion a member of the Board suggested Choice C and requested a decision from the President. The President denied the request to add Choice C as an option, citing the Board agreed in October to meet in November to vote on Choice A or Choice B.

Was the President correct in his decision?

 

[Josh Martin]

11 minutes ago, Guest Bob M said:

At a meeting in October our Board voted to have a meeting in November to vote on implementing Choice A or Choice B.

In the meeting in November, the agenda was stated that our meeting was strictly for the purpose of voting on Choice A or Choice B. In the discussion a member of the Board suggested Choice C and requested a decision from the President. The President denied the request to add Choice C as an option, citing the Board agreed in October to meet in November to vote on Choice A or Choice B.

Was the President correct in his decision?

No, the President was not correct in his decision for several reasons.

For starters, a vote "in implementing Choice A or Choice B" is not proper to begin with, although exactly how improper is not clear. I'm not entirely clear on the nature of what these choices are. If they are simple differences in a single variable, then the device of "filling blanks" may be used. Examples of such cases are "names of persons or places, dates, numbers, or amounts." RONR (12th ed.) 12:92 In such a case, there could indeed be a vote on what shall fill the blank, and additional choices may be proposed. After the vote has been taken on what shall fill the blank, however, the main motion itself is still subject to further debate and amendment and a final vote is taken on the main motion.

On the other hand, if these choices are fully-fledged proposals and the differences between them are not as simple as the examples above, then the proper course of action would be for a member to move to implement one of the choices. This motion would then be subject to debate and amendment and ultimately a vote would be taken on the main motion, as amended.

In addition to the fact that the entire process appears to be handled incorrectly, however, the President was also incorrect in ruling Choice C out of order on the grounds that "the Board agreed in October to meet in November to vote on Choice A or Choice B." The principle of the freedom of each new session means that the board cannot limit the choices of a future session in this manner. The fact that "the agenda was stated that our meeting was strictly for the purpose of voting on Choice A or Choice B" is also of no consequence so far as RONR is concerned.

[Richard Brown]

I think the question of whether the president’s  decision in ruling option C out of order might well depend on whether that was a special meeting. I can’t tell from the original post whether it was a regular meeting or a special meeting. If it was a special meeting for the express purpose of deciding between option A and option B, then I think a proposal for an option C might well have been out of order.  The Devil here is in the details, as usual.

[Rob Elsman]

I do not understand what "Choice A or Choice B" means.

[Guest Bob M]

It was a called special meeting to discuss and vote on choosing Choice A or Choice B. Choice A would be one course of action/decision and Choice B would be a different course of action/decision.

I might add in the previous meeting the President did ask if there were any other options the Board wanted to consider at the special called meeting and no member of the Board offered additional alternatives.

I appreciate the guidance.

[Josh Martin]

2 hours ago, Richard Brown said:

I think the question of whether the president’s  decision in ruling option C out of order might well depend on whether that was a special meeting. I can’t tell from the original post whether it was a regular meeting or a special meeting. If it was a special meeting for the express purpose of deciding between option A and option B, then I think a proposal for an option C might well have been out of order.  The Devil here is in the details, as usual.

Even with a special meeting, my opinion remains the same.

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

1 hour ago, Guest Bob M said:

It was a called special meeting to discuss and vote on choosing Choice A or Choice B. Choice A would be one course of action/decision and Choice B would be a different course of action/decision.

I might add in the previous meeting the President did ask if there were any other options the Board wanted to consider at the special called meeting and no member of the Board offered additional alternatives.

I appreciate the guidance.

In my view, these additional facts do not change anything.

The one thing I will say is that I am leaning more heavily toward the idea that filling blanks would not have been a proper method and that the proper procedure was to make a motion relating to one of the choices, which could have then been amended. While it is difficult to say this with certainty since it is still extremely vague what "Choice A" and "Choice B" refer to, I get the impression that they are not as simple as different "names of persons or places, dates, numbers, or amounts" or other items of a similar nature.

Edited December 2, 2020 at 10:36 PM by Josh Martin

[Atul Kapur]

1 hour ago, Guest Bob M said:

It was a called special meeting to discuss and vote on choosing Choice A or Choice B. Choice A would be one course of action/decision and Choice B would be a different course of action/decision.

 

16 minutes ago, Josh Martin said:

Even with a special meeting, my opinion remains the same.

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

But wouldn't any subsidiary motions still have to stay within the scope of notice?

If, as we are told, the notice of meeting says that the business shall be to choose  Choice A or Choice B, the only other options that I could see being in order are a hybrid of A / B or some middle ground between A and B.

If the notice of meeting said that it would be to choose what course of action to take, then I could see Choice C being in order. But not with the information that we have been provided.

[Richard Brown]

I agree with Dr. Kapur and disagree with Josh Martin on the validity of considering choice C at the special meeting. Whether choice C would be permissible would depend on the exact wording of the notice that went out to the membership and on the details of choices A and B. If the meeting was clearly to choose between choice A choice B, anything outside the scope of notice of those two choices would  be out of order.

[Josh Martin]

2 hours ago, Atul Kapur said:

But wouldn't any subsidiary motions still have to stay within the scope of notice?

The concept of "scope of notice" does not apply to a special meeting. It applies only to motions which themselves require previous notice or for which previous notice lowers the threshold for adoption. The words "scope of notice" do not appear on the pages discussing special meetings.

2 hours ago, Atul Kapur said:

If, as we are told, the notice of meeting says that the business shall be to choose  Choice A or Choice B, the only other options that I could see being in order are a hybrid of A / B or some middle ground between A and B.

Even in the event scope of notice were to apply (which I do not think it does), this is not how scope works. The scope of notice is the difference between the status quo and the proposed change, not the difference between two proposed changes.

I also do not think it was proper for the notice to say "that the business shall be to choose Choice A or Choice B" in the first place, since this is not how business is properly conducted. Additionally, while a special meeting is called to discuss one or more items of business included in the call, the call cannot limit the manner in which these items of business shall be disposed of.

[J. J.]

Looking at 9:16, I will have to agree with Mr. Martin.  The general standard is if the amendment is germane. 

I would not, however, that there is the possibility that the motion could itself require notice, e.g. it amends something previously adopted.  In that case scope of notice would apply.

The notice should be more general or should state just a option, i.e. "that the business shall be to consider Choice A ."  Choices B and C, if germane, could be offered as some form of amendment. 

[Richard Brown]

Perhaps “scope of notice“ is the wrong term. It is more like taking up a matter not included in the notice of the special meeting. Again, it depends on what Choices A and B are, exactly what choice C is, and on the exact wording of the notice of the special meeting. I don’t think either Dr. Kapur or I are saying that proposing choice C was necessarily out of order, we are saying it could well be out of order and improper at the special meeting.  It depends on the circumstances and on details which we do not know. (At least that’s my position. I guess I should not be speaking for Dr. Kapur). 

[Joshua Katz]

On 12/2/2020 at 6:26 PM, Richard Brown said:

I agree with Dr. Kapur and disagree with Josh Martin on the validity of considering choice C at the special meeting. Whether choice C would be permissible would depend on the exact wording of the notice that went out to the membership and on the details of choices A and B. If the meeting was clearly to choose between choice A choice B, anything outside the scope of notice of those two choices would  be out of order.

I agree with Mr. Brown, but also agree with his later qualification that this is not a matter of scope of notice, but rather of taking up business not in the call for a special meeting. Being a germane amendment, it seems to me, is broader than being within the call.

Also, while the phrasing is improper, it seems to me to be possible to have a special meeting to decide between A and B, if they are related. A is moved, then B is moved as a substitute.

[Gary Novosielski]

One problem is that being forced to choose between A and B does not provide the option of choosing neither, let alone adding a C option.

[Joshua Katz]

50 minutes ago, Gary Novosielski said:

One problem is that being forced to choose between A and B does not provide the option of choosing neither, let alone adding a C option.

I don't think saying that the business of the special meeting is deciding between A and B implies that you can't choose neither. As I said, it's an amendment. You still need to vote on the main motion. I'd interpret the call as not violating the rules if possible.