No New Business?

[Tomm]

I'm told by a Board member that any new motions must be posted 7 days prior to the board meeting. The following is what the Bylaws say under "Board of Directors", "Meetings of the Board". 

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website. 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 a two-thirds (2/3) majority of the Board (6). As soon as practicable, a brief summary of the preceding Board meeting shall be posted on the XXXX website. After approved by the Board, minutes of Board meetings, excluding Executive Sessions, will be available on the RCSC website or to Members in good standing at no cost upon request at the Corporate Office."

Question: Is there anything in the Bylaw that you see that prevents a new motion from being  presented at the current meeting? The reason I ask is because the Agenda never has a listing for New Business and that's because, I think, some mistakenly believe EVERY new motion requires a 7 days previous notice and must be listed on the Agenda? 

[Dan Honemann]

You say your bylaws provide that "At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." 

How does your board interpret the meaning of the phrase "subject to amendment" in this sentence? It seems to me to mean that the "agenda" that is posted 7 days in advance of a meeting must be presented for debate and possible amendment prior to its being adopted at the outset of the meeting. In other words, this agenda isn't really a binding agenda until adopted by the board at its meeting. 

If this is so, doesn't this answer your question? If it is not so, what is the meaning of this phrase "subject to amendment", and who is it that your bylaws empower to set this agenda that must be posted in advance of a meeting?

 

 

[Joshua Katz]

12 hours ago, Tomm said:

I'm told by a Board member that any new motions must be posted 7 days prior to the board meeting. The following is what the Bylaws say under "Board of Directors", "Meetings of the Board". 

 

This phrasing suggests that you are not a member of the board. If that is right, then, regardless of the timing, you will not be able to add things to the agenda.

 

12 hours ago, Tomm said:

At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website.

This is written in the passive tense. Who shall post such an agenda? If it did not allow amendment (as it does), then that person would have the power to control all business conducted by the board, essentially veto power. 

[Tomm]

1 hour ago, Joshua Katz said:

This phrasing suggests that you are not a member of the board. If that is right, then, regardless of the timing, you will not be able to add things to the agenda.

You are correct, I'm not a Board member, but speaking with a NEW Board member after the meeting, he commented that he wanted to bring up a new issue but the agenda never called (or has listed on the agenda) New Business.

It's my understanding that New Business can ALWAYS be brought up after all the agenda items have been addressed and no other business is pending? And attempting to amend the agenda when the Chair asks for its approval isn't necessary because New Business is always allowed?

[Josh Martin]

18 hours ago, Tomm said:

Question: Is there anything in the Bylaw that you see that prevents a new motion from being  presented at the current meeting? The reason I ask is because the Agenda never has a listing for New Business and that's because, I think, some mistakenly believe EVERY new motion requires a 7 days previous notice and must be listed on the Agenda? 

I think those who "believe EVERY new motion requires a 7 days previous notice" are almost certainly incorrect. The fact that the rule in question provides that the agenda is "subject to amendment" suggests that the agenda may be amended to include additional items.

It may well be a reasonable interpretation of this rule, however, that only items listed on the agenda may be considered.

4 hours ago, Tomm said:

It's my understanding that New Business can ALWAYS be brought up after all the agenda items have been addressed and no other business is pending?

It is correct that, if an organization's rules are silent on the subject, New Business can always be brought up after all agenda items have been addressed and no other business is pending (assuming, of course, that the assembly does not simply choose to adjourn at that time).

Your organization's rules, however, provide that:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website."

The intent of this rule may well be to prevent the introduction of any items which are not listed on the agenda.

4 hours ago, Tomm said:

And attempting to amend the agenda when the Chair asks for its approval isn't necessary because New Business is always allowed?

So far as the rules of RONR are concerned, a member may raise a motion in New Business after all business on the agenda has been completed, even if the agenda makes no specific provision for New Business. So I suppose in this sense it is not "necessary" to amend the agenda to include the item.

Depending on the circumstances, however, it may well be desirable to amend the agenda even if it is not strictly necessary to do so. One reason to have an agenda is so that an assembly with limited time can ensure the most important business is completed first. The assembly might end up adjourning the meeting immediately after all business on the agenda is completed (or indeed, even before all business on the agenda is completed). Due to this possibility, whether and where an item is placed on the agenda can be quite important.

The organization's own rule, however, provides that "At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." It may well be a reasonable interpretation that this rule limits meetings to considering items listed on the agenda.

If there is disagreement over the meaning of this rule, then the rule should be amended for clarity.

Edited May 30, 2021 at 08:17 PM by Josh Martin

[Tomm]

9 minutes ago, Josh Martin said:

The organization's own rule, however, provides that "At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." It may well be a reasonable interpretation that this rule limits meetings to considering items listed on the agenda.

Then shouldn't there be a Special Rule of Order that would prevent new business from being offered?

[Richard Brown]

30 minutes ago, Tomm said:

Then shouldn't there be a Special Rule of Order that would prevent new business from being offered?

Yes, but it can also possibly be accomplished by adopting an agenda that provides for immediate adjournment upon completion of all agenda items by a two thirds vote.  That was discussed in a thread you started last year about agendas.

[Dan Honemann]

36 minutes ago, Richard Brown said:

Yes, but it can also possibly be accomplished by adopting an agenda that provides for immediate adjournment upon completion of all agenda items by a two thirds vote.  That was discussed in a thread you started last year about agendas.

When the bylaws provide, as they seem to do here, that there shall be an agenda for all regular meetings of the board (except for those held in executive session), it will not take a two-thirds vote to adopt an agenda which makes no provision for new business. A majority vote will suffice.

[Richard Brown]

3 minutes ago, Daniel H. Honemann said:

When the bylaws provide, as they seem to do here, that there shall be an agenda for all regular meetings of the board (except for those held in executive session), it will not take a two-thirds vote to adopt an agenda which makes no provision for new business. A majority vote will suffice.

Isn't that a different question from whether new business can be prohibited?  For example, consider these two scenarios when the association has a rule requiring an agenda: 

First, assume the last item on the agenda is "Motion to paint the clubhouse".  Once that item is disposed of, wouldn't a member be entitled to obtain the floor and introduce an item of new business provided he can do so before the meeting is adjourned?  

In contrast, if the agenda lists "Motion to paint the clubhouse" as the next to last item and there is another item titled "adjourn" listed after the clubhouse motion, would the introduction of new business then be properly prohibited? 

 

[Tomm]

8 minutes ago, Daniel H. Honemann said:

When the bylaws provide, as they seem to do here, that there shall be an agenda for all regular meetings of the board (except for those held in executive session), it will not take a two-thirds vote to adopt an agenda which makes no provision for new business. A majority vote will suffice.

Am I understanding you correctly that you are only referring to the adoption of the agenda at the beginning of the meeting requires only requires a majority? 2/3rd's would be required to amend it?

[Dan Honemann]

1 hour ago, Tomm said:

Am I understanding you correctly that you are only referring to the adoption of the agenda at the beginning of the meeting requires only requires a majority? 2/3rd's would be required to amend it?

Yes, a two-thirds vote (or the vote of a majority of the entire membership or unanimous consent) will be required to amend the agenda once it has been adopted. 

[Josh Martin]

16 hours ago, Tomm said:

Then shouldn't there be a Special Rule of Order that would prevent new business from being offered?

If the organization's intent is that no items which are not listed on the agenda may be considered (which I think would be clearer wording than simply saying "no new business"), then it would certainly be desirable to adopt a rule which explicitly states as much, so that there is no question on the subject.

In the interim, as I have previously noted, the organization may well find it is a reasonable interpretation of the rule which provides "At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." that the meaning of this rule is that items not listed on the agenda are not permitted.

Even in the event that the organization's rules do not prohibit the introduction of items not listed on the agenda, the organization can accomplish such an objective for a particular meeting by adjourning immediately after all business on the agenda is completed.

14 hours ago, Richard Brown said:

Isn't that a different question from whether new business can be prohibited?  For example, consider these two scenarios when the association has a rule requiring an agenda: 

First, assume the last item on the agenda is "Motion to paint the clubhouse".  Once that item is disposed of, wouldn't a member be entitled to obtain the floor and introduce an item of new business provided he can do so before the meeting is adjourned?  

In contrast, if the agenda lists "Motion to paint the clubhouse" as the next to last item and there is another item titled "adjourn" listed after the clubhouse motion, would the introduction of new business then be properly prohibited? 

Certainly if the assembly immediately adjourns after all business on the agenda has been completed, then it will not be possible to introduce any new business.

I think it also may be the case that the rule does, in fact, prohibit the introduction of items not listed on the agenda, but that will be a question for the organization to interpret.

In the event the rule in question does not prohibit the introduction of items not listed on the agenda, then it is correct that after all business on the agenda has been completed, a member may obtain the floor and introduce an item of new business, provided he can do so before the meeting adjourns.

14 hours ago, Tomm said:

Am I understanding you correctly that you are only referring to the adoption of the agenda at the beginning of the meeting requires only requires a majority? 2/3rd's would be required to amend it?

Adoption of the agenda requires a majority vote, and amending the agenda while it is pending for adoption requires a majority vote. Amending the agenda after it has been adopted requires a 2/3 vote.

[Gary Novosielski]

N/A

Edited June 5, 2021 at 04:30 AM by Gary Novosielski
delete

[Gary Novosielski]

On 5/30/2021 at 5:52 PM, Richard Brown said:

Isn't that a different question from whether new business can be prohibited?  For example, consider these two scenarios when the association has a rule requiring an agenda: 

First, assume the last item on the agenda is "Motion to paint the clubhouse".  Once that item is disposed of, wouldn't a member be entitled to obtain the floor and introduce an item of new business provided he can do so before the meeting is adjourned?  

In contrast, if the agenda lists "Motion to paint the clubhouse" as the next to last item and there is another item titled "adjourn" listed after the clubhouse motion, would the introduction of new business then be properly prohibited? 

 

It has been my understanding that "Call to Order" and "Adjourn" entries are not included in the agenda.  I thought I recalled a specific rule to that effect, but I can't find it now.

[Joshua Katz]

8 hours ago, Gary Novosielski said:

It has been my understanding that "Call to Order" and "Adjourn" entries are not included in the agenda.  I thought I recalled a specific rule to that effect, but I can't find it now.

I think there's an NAP question about it. However, if I recall, it only dealt with the call to order, which is clearly not an item of business. I'm not so sure adjourn shouldn't be included.

[Dan Honemann]

9 hours ago, Gary Novosielski said:

It has been my understanding that "Call to Order" and "Adjourn" entries are not included in the agenda.  I thought I recalled a specific rule to that effect, but I can't find it now.

As for a "call to order", I think you have in mind the footnote on page 23.  There is nothing at all wrong with including "adjournment" in an agenda. 

[Richard Brown]

9 hours ago, Gary Novosielski said:

It has been my understanding that "Call to Order" and "Adjourn" entries are not included in the agenda.  I thought I recalled a specific rule to that effect, but I can't find it now.

I believe you were thinking of the standard order of business. You are correct that it is not included there. However, an organization which uses an agenda can put whatever it wants to on the agenda.

[Rob Elsman]

If "Adjourn" is listed as the last item on an agenda, it means that the assembly will adjourn immediately after the disposition of the last item of business, in which case the order to adjourn is treated as a Special Order.  As always, a two-thirds vote is required to adopt a Special Order, so the adoption of an agenda with this item listed last will require a two-thirds vote.

Edited June 5, 2021 at 03:35 PM by Rob Elsman

[Rob Elsman]

I hate it when I give a dumb answer.  🙁  I'm going to strike it all through.

[Gary Novosielski]

11 hours ago, Daniel H. Honemann said:

As for a "call to order", I think you have in mind the footnote on page 23.  There is nothing at all wrong with including "adjournment" in an agenda. 

Yes, thanks, found it at [3:16(1)n3].  I was searching in the agenda rules, and finding no joy. 🙂