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Forcing a requirement for a 2/3 majority


Guest Lynette

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We recently extended the contract of our CEO (what I would consider to be a "material action" or a "matter of import"). The motion passed based on a simple majority vote because there was nothing in our by-laws that stated conditions of renewal. I think the decision should have required a 2/3 majority vote but had nothing in policy to support that notion. Is there any way, under Robert's Rules, to impose the requirement for a 2/3 majority? I tried "objection to the question" but, of course, that is opposite to what I wanted given that a 2/3 majority would have had to agree with me in the first place!

Thank you for any help you can offer!

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If the contract that was previously adopted was amended to extend its terms, the proper motion was Amend Something Previously Adopted, RONR (12th ed.) §35.

If the "old" contract was left to expire, and a new contract was signed, the proper motion was a main motion, RONR (12th) §10.

You may wish to consult with an attorney to see which of the two cases above applies.

In the first case, the motion can be adopted by a majority vote only if previous notice was given; otherwise, it can be adopted by a two-thirds vote or a vote of the majority of entire membership of the assembly.  Adoption of this motion by majority vote without notice having been given is null and void, a continuing breach of the rules because the rights of absentees were violated.

In the second case, the motion requires a majority vote for adoption, unless this motion belongs to a class of main motions defined in the governing documents or a special rule of order as requiring a two-thirds vote (or something else).  RONR (12th ed.) 10:8(7)(a).

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3 minutes ago, Rob Elsman said:

In the first case, the motion can be adopted by a majority vote only if previous notice was given; otherwise, it can be adopted by a two-thirds vote or a vote of the majority of entire membership of the assembly.  Adoption of this motion by majority vote without notice having been given is null and void, a continuing breach of the rules because the rights of absentees were violated.

I don't think so. Check Official Interpretation 2006-18 again.

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In RONR Off. Interp. 2006-18, the breach of the rules arises out of the failure of the chair to announce the correct result of a vote.  It is this failure to announce the correct result that is not a continuing breach.  Off. Interp. 2006-18 does not establish that failure to give previous notice when it is required is not a continuing breach.

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4 minutes ago, Rob Elsman said:

In RONR Off. Interp. 2006-18, the breach of the rules arises out of the failure of the chair to announce the correct result of a vote.  It is this failure to announce the correct result that is not a continuing breach.  Off. Interp. 2006-18 does not establish that failure to give previous notice when it is required is not a continuing breach.

If notice is specifically required.  There is the option of doing it without notice. 

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3 minutes ago, Rob Elsman said:

In RONR Off. Interp. 2006-18, the breach of the rules arises out of the failure of the chair to announce the correct result of a vote.  It is this failure to announce the correct result that is not a continuing breach.  Off. Interp. 2006-18 does not establish that failure to give previous notice when it is required is not a continuing breach.

But adoption of a motion to Amend Something Previously Adopted does not require previous notice. It can be adopted without previous notice by a two-thirds vote.

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Were a small minority of the entire membership (at a quorate meeting) able to rescind or amend something previously adopted by unanimous consent with previous notice not having been given, the very purpose of previous notice would have been defeated to the detriment of the rights of absentees.

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2 minutes ago, Rob Elsman said:

Were a small minority of the entire membership (at a quorate meeting) able to rescind or amend something previously adopted by unanimous consent with previous notice not having been given, the very purpose of previous notice would have been defeated to the detriment of the rights of absentees.

I respectfully disagree.

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59 minutes ago, Daniel H. Honemann said:

I respectfully disagree.

As do I, and apparently J.J does as well.  The motion in this case will not be void if erroneously declared adopted by a majority vote.

Edited to add:  In addition, the original poster stated that the assembly was voting on a renewal of the contract.  If that is the case, I do not view it as a modification or amendment of the original contract but rather what amounted to a new contract to start upon the expiration of the current one.  If that is what happened, a majority vote is all that was required in the first place.

Edited by Richard Brown
Added last paragraph
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Can we step back a bit?

9 hours ago, Rob Elsman said:

If the contract that was previously adopted was amended to extend its terms, the proper motion was Amend Something Previously Adopted, RONR (12th ed.) §35.

Depending on the wording of the original motion to hire the CEO, I am not certain that an amendment of the contract necessarily requires an amendment of that motion. The motion to hire the CEO is not necessarily one that has continuing effect; it may have been completely executed when the CEO was hired. 

In that case, the extension would be a new main motion, even if it's in the form of an amendment to the original contract.

 

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37 minutes ago, Atul Kapur said:

Can we step back a bit?

Depending on the wording of the original motion to hire the CEO, I am not certain that an amendment of the contract necessarily requires an amendment of that motion. The motion to hire the CEO is not necessarily one that has continuing effect; it may have been completely executed when the CEO was hired. 

In that case, the extension would be a new main motion, even if it's in the form of an amendment to the original contract.

 

I believe that is in accord with several previous discussions in this forum. A motion to approve an employment contract or to hire someone at a particular salary is fully carried out when the contract is signed or the person is hired. 

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17 hours ago, Guest Lynette said:

We recently extended the contract of our CEO (what I would consider to be a "material action" or a "matter of import").

The phrases "material action" or "matter of import" are not used in RONR and have no relevance to the vote required. If these phrases mean something under your organization's rules or applicable law, you will have to look to those rules.

17 hours ago, Guest Lynette said:

Is there any way, under Robert's Rules, to impose the requirement for a 2/3 majority?

No, a member cannot simply force a 2/3 vote requirement on a motion which, under the rules in RONR and the organization's rules, requires only a majority vote for adoption.

I see nothing in the facts provided which would suggest a 2/3 vote would be required under the rules in RONR, and you say there is also no such requirement in your organization's rules.

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  I agree with Messrs. Brown and Martin.

There is nothing in the original post that suggests to me that the motion to Amend Something Previously Adopted would be appropriate.  Assuming that the motion that was adopted was a renewal of the contract upon its expiration, under the same terms, It would be an ordinary main motion, and would required only a majority vote to pass.

RONR requires no elevated threshold for passage just because one or more members believes it to be more important than some other motion.  There are no categories such as "material action" or "matter of import" in the rules contained in RONR.  If these categories appear in the bylaws of this society, then the failure to enforce them is not a continuing breach, as explained in OI 2006-18, so Mr. Honemann's citation is apt.

There is no way under the rules in RONR to "force" a motion to require a 2/3 vote.  Any motion to raise the threshold would itself require a 2/3 vote.

Edited by Gary Novosielski
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On 7/25/2021 at 3:26 PM, Rob Elsman said:

In the first case, the motion can be adopted by a majority vote only if previous notice was given; otherwise, it can be adopted by a two-thirds vote or a vote of the majority of entire membership of the assembly.  Adoption of this motion by majority vote without notice having been given is null and void, a continuing breach of the rules because the rights of absentees were violated.

 

My disagreement is with the comment quoted, especially the comment in red.  I see no breach of absentee rights in this case, so a timely point of order would have been required.  A timely point of order would have had to have raised that the motion did not receive the proper vote. 

That assumes that the motion would have needed a two-thirds vote in the first place.  In looking at the first question, and providing no rule from a higher document says otherwise, I agree that Amend Something Previously Adopted (ASPA) is not applicable.  In other words, and point of order at the time should have been ruled not well taken in the first place.  

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On 7/26/2021 at 7:55 AM, Rob Elsman said:

Since my words are so delicious, I have decided to eat some of them. 😆

I have tried to edit the words in red by striking them through and changed the font color to gray.  For some reason that I don't understand, I am not able to succeed in doing this.  This may be the same problem that Mr. Brown has been struggling with.

At any rate, these are delicious words only worth eating.

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