General Meeting Voting

[Guest C. Fonda]

Hello,

I am on a Board for our state band directors association.  We must raise membership dues and our Bylaws state the following:

Section 5. Quorum 

A majority of the voting members present at the Annual Business Meeting shall have the  authority to approve the minutes of the Annual Business Meeting, the annual Treasurer’s report,  and recommendations regarding membership dues.

ARTICLE IV - Membership Dues 

The membership dues of this Corporation shall be recommended by the Board of Directors and  voted upon at the Annual Business Meeting.

We are planning to prepare a recommendation to present to the membership at the Annual Business Meeting in March.  However, I am confused on how voting would occur in a large group, and if it was rejected, what the process is for bringing a new recommendation?  They told me that the last time they did this, a few non-board members negotiated with one another in front of the large body and then told the Board what they would approve.  I feel that there is a proper way to do this but cannot find information on the matter.

Thanks for your help in advance!

[Josh Martin]

On 10/3/2022 at 4:38 PM, Guest C. Fonda said:

However, I am confused on how voting would occur in a large group,

I am not certain on what aspect of voting your question is regarding. Speaking generally, the rules pertaining to voting are as follows:

• Generally, a voice vote is taken first, with those voting in the affirmative voting "Aye" and then members voting in the negative voting "Nay."
• If the chair is in doubt as to which side is in the majority, a rising vote is then taken, with those voting in the affirmative rising, following by those voting in the negative rising.
• If the chair is still in doubt, the rising vote is repeated, but the number of persons voting in the affirmative and in the negative are counted.
• If the assembly prefers, there are also other methods for taking a vote, such as a ballot vote, in which members mark their votes on pieces of paper, and then those votes are counted by a number of "tellers" appointed by the chair.

If you have a more specific question, I can provide additional details.

On 10/3/2022 at 4:38 PM, Guest C. Fonda said:

if it was rejected, what the process is for bringing a new recommendation?

Any new recommendation would need to be adopted by the board. So if it is anticipated that this will be an issue, I would advise that at the end of the board meeting where the board adopts its initial recommendation, the board adopt a motion to "adjourn to meet at the call of the chair." If the membership rejects the recommendation, the membership could then recess and the board could adopt a new recommendation and again adjourn (or recess) to meet at the call of the chair, the membership meeting could resume, and rinse and repeat until a recommendation is approved by the membership.

As to how the board and membership negotiate to reach an agreement, there are numerous ways in which that could be approached. One method might be that the membership, as a body, would adopt its own recommendation on this matter (prior to recessing), and the board could consider this and determine whether to adopt the same recommendation as the membership, or to aim for a higher increase. In this manner, the negotiations would involve the full membership, rather than a handful of self-selected members making demands of the board.

Edited October 3, 2022 at 10:00 PM by Josh Martin

[Tomm]

On 10/3/2022 at 2:58 PM, Josh Martin said:

If the assembly prefers, there are also other methods for taking a vote, such as a ballot vote,

Can the Chair alone call for a ballot vote or must it be voted on and approved as per 45:19?

[Richard Brown]

On 10/3/2022 at 5:27 PM, Tomm said:

Can the Chair alone call for a ballot vote or must it be voted on and approved as per 45:19?

The chair alone does not have the authority to order a ballot vote, but he can ask for unanimous consent for one.  He does that by asking, "is there any objection to voting by ballot on this question?"   "Hearing none, we will take a ballot vote.  Will the secretary please prepare (or distribute) the ballots.  The ballots can be index cards or plain old pieces of paper. Nothing fancy is needed.  If there is an objection, the chair can ask if there is a motion to vote by ballot.  If someone so moves and it is seconded, it will require a majority vote to order that the vote be by ballot.  The vote to determine whether there will be a ballot vote can be by any of the usual methods, usually starting with a voice vote.  If that result is in doubt, the chair can proceed to a rising vote, etc, as Mr. Martin described in his response.

[Josh Martin]

On 10/3/2022 at 5:27 PM, Tomm said:

Can the Chair alone call for a ballot vote or must it be voted on and approved as per 45:19?

The latter.

[Atul Kapur]

On 10/3/2022 at 5:58 PM, Josh Martin said:

Any new recommendation would need to be adopted by the board.

Why couldn't the assembly amend the recommendation before voting upon it?

[Richard Brown]

On 10/3/2022 at 11:14 PM, Atul Kapur said:

Why couldn't the assembly amend the recommendation before voting upon it?

I have the same question. Under the normal rules of RONR, I believe a board’s  recommendation would be subject to amendment by the membership, although it might perhaps need to be within the “scope of notice“. I don’t see where this by law provision or RONR require an up or down vote on the recommendation without amendment.  Ultimately, perhaps this particular question with this particular group is a matter of bylaws interpretation

[Alicia Percell, PRP]

Wouldn't the question of whether it can be amended within the scope of notice hinge upon whether their bylaws require that notice be given for the dues change? 

RONR (12th ed.) 35:2(6) in relevant part (emphasis added):  "When these motions require previous notice (as may be the case with respect to a motion to rescind or amend a provision of the bylaws or a special rule of order), such a motion cannot be amended so as to make the proposed change greater than that for which notice has been given."

For the benefit of C. Fonda, what we're discussing when we say "scope of notice" is that there may be a defined range of amendments which might be in order when the proposal comes to the Annual Business Meeting for a vote.  Since you're dealing with a dues change, that is the classic example used to discuss scope of notice in Robert's because it's easily defined.  Often dues are set in the bylaws, and bylaws often require that the membership be notified in advance of proposed amendments to the bylaws.  If that were the case, and your dues were currently $10, and it were proposed to amend the dues to $20, then at the meeting the membership could amend the proposal to set dues at any number between (inclusive) $10 and $20, but they could NOT amend it to less than $10, and they could NOT amend it to more than $20.  So there's a range of allowed amendments, anything between the CURRENT amount and the PROPOSED amount for which notice was given.

It sounds like your dues may not be documented in the bylaws, but they have this other board-proposed-membership-approved path.  Do your bylaws require that notice of the proposed dues change be given to the membership prior to the Annual General Meeting?

You can read about scope of notice in these locations in RONR 12th ed.:   35:2(6), 35:4, 56:50, 57:1(2), 57:4–5, 57:10–13

 

[Alicia Percell, PRP]

On a different note, it seemed odd to me that in the quote from the bylaws, a section titled "quorum" was not related to quorum, and it was instead about approving minutes, treasurer's reports, and dues changes.  Maybe you only posted the relevant part, and there are other parts that do establish quorum thresholds?  I did a double-take on that.

[Josh Martin]

On 10/3/2022 at 11:14 PM, Atul Kapur said:

Why couldn't the assembly amend the recommendation before voting upon it?

 

On 10/3/2022 at 11:56 PM, Richard Brown said:

I have the same question. Under the normal rules of RONR, I believe a board’s  recommendation would be subject to amendment by the membership, although it might perhaps need to be within the “scope of notice“. I don’t see where this by law provision or RONR require an up or down vote on the recommendation without amendment.  Ultimately, perhaps this particular question with this particular group is a matter of bylaws interpretation

It would certainly be desirable, for starters, for the organization to amend its bylaws for clarity in this matter, and in the interim, it will ultimately be up to the organization to interpret its own bylaws.

I am inclined to think, based upon the available facts, that the intent of the provisions in question was indeed to limit the membership's authority to approve or reject the recommendation of the board, not to amend it and adopt any amount of dues the membership sees fit. If the only provision in question was the provision that "The membership dues of this Corporation shall be recommended by the Board of Directors and  voted upon at the Annual Business Meeting," I might be more inclined to accept this as simply a recommendation which may be amended as the assembly sees fit.

But the bylaws also provide "A majority of the voting members present at the Annual Business Meeting shall have the  authority to approve the minutes of the Annual Business Meeting, the annual Treasurer’s report,  and recommendations regarding membership dues." This is a very short list that appears to severely limit the membership's authority, and in my view, lends weight to the interpretation that the intent was to limit the membership to approving or rejecting the board's recommendation.

Edited October 4, 2022 at 11:28 AM by Josh Martin

[Dan Honemann]

On 10/3/2022 at 5:38 PM, Guest C. Fonda said:

The membership dues of this Corporation shall be recommended by the Board of Directors and  voted upon at the Annual Business Meeting.

 

On 10/3/2022 at 5:58 PM, Josh Martin said:

Any new recommendation would need to be adopted by the board.

 

On 10/4/2022 at 12:14 AM, Atul Kapur said:

Why couldn't the assembly amend the recommendation before voting upon it?

If the assembly amends the board's recommendation before voting on it, it will not be voting on an amount recommended by the board.