Motion killed because of resolution

[Tomm]

"An amendment to the Restated Articles of Incorporation may be proposed by resolution of the Board of Directors or by petition signed by at least ten percent (10%) of the total membership of the Corporation as of the first day of the preceding July. The proposed amendment shall be submitted to a vote of the Members at a regular or special meeting called pursuant to the provisions of the Bylaws."

Question: So would this mean that  resolution must first be approved by the Board via a resolution before it can be brought before the Membership at the Annual Membership meeting.

A single board member tried to submit this for the Annual meeting but the Chair wouldn't accept it because it was presented as a motion and not a resolution!

[Josh Martin]

On 10/19/2022 at 3:26 PM, Tomm said:

"An amendment to the Restated Articles of Incorporation may be proposed by resolution of the Board of Directors or by petition signed by at least ten percent (10%) of the total membership of the Corporation as of the first day of the preceding July. The proposed amendment shall be submitted to a vote of the Members at a regular or special meeting called pursuant to the provisions of the Bylaws."

Question: So would this mean that  resolution must first be approved by the Board via a resolution before it can be brought before the Membership at the Annual Membership meeting.

It appears that the rule in question provides that an amendment may be proposed by either of the following methods, and that the amendment shall then "be submitted to a vote of the Members at a regular or special meeting called pursuant to the provisions of the Bylaws."

• A resolution adopted by the Board of Directors
• A petition signed by at least 10% of the total membership of the corporation (as of the first day of the preceding July)

On 10/19/2022 at 3:26 PM, Tomm said:

A single board member tried to submit this for the Annual meeting but the Chair wouldn't accept it because it was presented as a motion and not a resolution!

In my view, that is an overly literal reading of the rule in question. A resolution is simply a motion written in a particular format, and I would generally not interpret a rule in an organization's bylaws referring to a "resolution" as requiring that a motion must be written in that format. But if the chair insists on being a stickler about this, it would require only minimal effort to rewrite a motion in the form of a resolution.

In any event, the more important requirement is that the motion would need to be adopted by the Board of Directors in order to be considered at the membership meeting.

[Gary Novosielski]

On 10/19/2022 at 4:26 PM, Tomm said:

"An amendment to the Restated Articles of Incorporation may be proposed by resolution of the Board of Directors or by petition signed by at least ten percent (10%) of the total membership of the Corporation as of the first day of the preceding July. The proposed amendment shall be submitted to a vote of the Members at a regular or special meeting called pursuant to the provisions of the Bylaws."

Question: So would this mean that  resolution must first be approved by the Board via a resolution before it can be brought before the Membership at the Annual Membership meeting.

A single board member tried to submit this for the Annual meeting but the Chair wouldn't accept it because it was presented as a motion and not a resolution!

Well, the reason given by the chair was not correct.  A motion and a resolution are procedurally identical.  But the chair was correct in rejecting it because it was offered by a single board member, and not by the board itself (by majority vote).

The alternate method of a petition didn't come into play here.

 

[Richard Brown]

On 10/19/2022 at 5:09 PM, Gary Novosielski said:

Well, the reason given by the chair was not correct.  A motion and a resolution are procedurally identical.  But the chair was correct in rejecting it because it was offered by a single board member, and not by the board itself (by majority vote).

 

I basically agree, but I’m wondering if perhaps the member was making the motion for a bylaw amendment to be recommended by or submitted by the board? If the motion was “that the board recommend the adoption of the following bylaw amendment”, then I think it was in order. The original poster is not clear as to the exact nature of the motion. 

[Tomm]

On 10/19/2022 at 8:13 PM, Richard Brown said:

If the motion was “that the board recommend the adoption of the following bylaw amendment”,

The motion is actually to amend the Articles of Incorporation which can only be done with the approval of the membership.

[Richard Brown]

On 10/19/2022 at 10:57 PM, Tomm said:

The motion is actually to amend the Articles of Incorporation which can only be done with the approval of the membership.

Well, excuse me Tom. Surely you understand what I was asking. Whether it was a proposed by law amendment or amendment to the articles of incorporation, was the member proposing it on his own or was he moving that the board propose the amendment?

[Josh Martin]

On 10/19/2022 at 5:09 PM, Gary Novosielski said:

Well, the reason given by the chair was not correct.  A motion and a resolution are procedurally identical.  But the chair was correct in rejecting it because it was offered by a single board member, and not by the board itself (by majority vote).

It's not entirely clear to me if what was meant was that:

• An individual board member proposed to send an amendment directly to the membership, on his own, without board approval; or
• A board member made a motion at a board meeting regarding this amendment, in an attempt to gain the board's approval.

In the former case, I am in agreement that this is not permissible, since the articles provide that amendments "may be proposed by resolution of the Board of Directors".

In the latter case, however, the chair's ruling appears to have been in error not only in reasoning, but also in effect.

Edited October 20, 2022 at 11:42 AM by Josh Martin

[Tomm]

On 10/20/2022 at 4:40 AM, Josh Martin said:

An individual board member proposed to send an amendment directly to the membership, on his own, without board approval;

Yes.

[Richard Brown]

@Tomm, please tell us exactly what the motion stated.

Edited to add: did the motion say anything about the board supporting or proposing or recommending the amendment? 

Edited October 20, 2022 at 02:03 PM by Richard Brown
Added last paragraph

[Tomm]

The motion was simply a house cleaning motion. The Arizona Revised State Statutes were revised and the statutes stated in the Articles no longer coincided with the Statutes. There were similar changes made to the Bylaws that no longer agreed with the Articles.

[Richard Brown]

On 10/20/2022 at 9:05 AM, Tomm said:

The motion was simply a house cleaning motion.

@TommOK, let's hold up a minute here.  All through this thread you were telling us that the member tried to offer a motion to amend the articles of incorporation and the chair ruled it out of order, apparently because it wasn't in the form of a resolution and because the board must recommend amendments to the articles of incorporation.  Now you telling us that it was "simply a house cleaning motion".  Well, what exactly was it?  A motion to amend the articles of incorporation does not strike me as a "simple house cleaning motion".

[Tomm]

On 10/20/2022 at 11:19 AM, Richard Brown said:

A motion to amend the articles of incorporation does not strike me as a "simple house cleaning motion".

That's all it was but apparently the Board believes it must still go thru the process of getting approved by the general membership.

How else would you suggest that when the state statutes and bylaws  change their nomenclature and no longer coincided with the current Articles of Incorporation you update them? 

Are you suggesting that no amendments are necessary?

[Gary Novosielski]

The board is correct.  Any amendment, even adding an Oxford comma, requires going through the full amendment process, which in this case includes approval by the general membership.

Strictly speaking, even if no amendment was done, the state statutes that apply to your organization would supersede the outdated language in the bylaws, so there would be no negative grave consequences.  

But to avoid confusion, it is still strongly recommended that the articles/constitution/bylaws/etc. of an organization be updated, either to agree with the statutory language, or to simply strike the outdated language, if that would cause no ambiguity.

Edited October 21, 2022 at 06:18 AM by Gary Novosielski
adjust severity

[Josh Martin]

On 10/20/2022 at 8:52 AM, Tomm said:

An individual board member proposed to send an amendment directly to the membership, on his own, without board approval;

Yes.

Thank you for the clarification. Under the provisions you have cited, an individual board member lacks the authority to submit an amendment to the membership. The articles state that an amendment may be submitted by the Board of Directors or by petition of 25% of the membership.

On 10/20/2022 at 1:33 PM, Tomm said:

That's all it was but apparently the Board believes it must still go thru the process of getting approved by the general membership.

The board is correct. The Articles of Incorporation provide that amendments may be proposed by the board or by a petition of 25% of the members and further provide that a proposal to amend the articles of incorporation must be adopted by a vote of the membership.

I do not see anything in the language cited which states "unless it is a simple house cleaning motion."

On 10/20/2022 at 1:33 PM, Tomm said:

How else would you suggest that when the state statutes and bylaws  change their nomenclature and no longer coincided with the current Articles of Incorporation you update them? 

You update them the same way as adopting any other amendment to the articles of incorporation.

Edited October 21, 2022 at 01:44 AM by Josh Martin