Postponing a vote.

[Rob Elsman]

"Mr. President, I move to suspend the rules that interfere with the immediate consideration of the main motion [that...]."

[J. J.]

On 1/16/2023 at 2:55 PM, Gary Novosielski said:

But there is no vote of any kind, high threshold or low.   How do you propose moving to suspend the rules?  Scenario:

I move to REM, and it is seconded and recorded.  I certainly am not going to move to suspend the rules that protect my motion. As I see it, it is now a done deal.  It's entered.

You can't move to reconsider the REM [37:9(2)(f)], you can't ASPA, you can't Rescind, so what's your next move? 

Unless you have anticipated this situation in advance and passed a special rule preventing REM, you're going to have to wait until the next day to do anything. No?

Never the less, the rule does protect a majority of the entire membership.  It need not be a vote of that membership.  Yes, you will have to wait until the next meeting, if a majority of the entire membership is not present.  That is the point of the rule, to prevent action that will be opposed by a majority of the entire membership. 

One solution is to call the absent members and get some of them to attend the meeting.  When you have a majority of the membership present, you can suspend the rule and take up reconsideration. 

[Gary Novosielski]

On 1/16/2023 at 2:59 PM, Rob Elsman said:

"Mr. President, I move to suspend the rules that interfere with the immediate consideration of the main motion [that...]."

The main motion has already been considered, and adopted. There is currently nothing to consider.  

 

[Rob Elsman]

Oh, I beg your pardon. I should have said the motion to Reconsider. My apologies. 🙂

[Gary Novosielski]

On 1/16/2023 at 5:14 PM, Rob Elsman said:

Oh, I beg your pardon. I should have said the motion to Reconsider. My apologies. 🙂

The motion to Reconsider is not in order because the motion to Reconsider and Enter on the Minutes takes precedence.  And the motion to Reconsider and Enter on the Minutes cannot be reconsidered.

[Rob Elsman]

On 1/16/2023 at 4:14 PM, Rob Elsman said:

Oh, I beg your pardon. I should have said the motion to Reconsider. My apologies. 🙂

I take this response back and stick by the form of the motion to Suspend the Rules that I have given, because the two-thirds vote needed to suspend the rules also guarantees that the motion to reconsider will be adopted.

[Gary Novosielski]

On 1/16/2023 at 5:32 PM, Rob Elsman said:

I take this response back and stick by the form of the motion to Suspend the Rules that I have given, because the two-thirds vote needed to suspend the rules also guarantees that the motion to reconsider will be adopted.

Then I take my response back and revert to my prior response, viz. "The main motion has already been considered, and adopted. There is currently nothing to consider. "

It is my view that the rule you are seeking to suspend is not, in fact, suspendible. 

In 37:47(2), we learn: "If it were not for the rule that the motion to Reconsider and Enter on the Minutes takes precedence over the regular motion to Reconsider, the motion to Reconsider and Enter on the Minutes would generally be forestalled by the regular motion, which would be voted down, and then Reconsider and Enter on the Minutes could not be moved."

So if not for this rule, an unrepresentative temporary majority could render the REM motion inoperative, a situation it  explicitly exists to prevent. And so would the ability to suspend the rule.  It would render its inclusion in RONR absurd, and must be rejected as a valid interpretation. 

This section goes on to enumerate a number if situations where REM is not applicable and not in order.  I suggest that this is an exhaustive list, and that absent one of those exceptions, the rule "gives any two members power to hold up action taken by a meeting."  It therefore cannot be suspended in the face of opposition as large as those two.

Those exceptions aside, the rule is quite clear that when REM is seconded, and found to be in order, the question is taken out of the reach of meetings on that same day, 

[Caryn Ann Harlos]

On 1/16/2023 at 5:05 PM, Gary Novosielski said:

Then I take my response back and revert to my prior response, viz. "The main motion has already been considered, and adopted. There is currently nothing to consider. "

It is my view that the rule you are seeking to suspend is not, in fact, suspendible. 

In 37:47(2), we learn: "If it were not for the rule that the motion to Reconsider and Enter on the Minutes takes precedence over the regular motion to Reconsider, the motion to Reconsider and Enter on the Minutes would generally be forestalled by the regular motion, which would be voted down, and then Reconsider and Enter on the Minutes could not be moved."

So if not for this rule, an unrepresentative temporary majority could render the REM motion inoperative, a situation it  explicitly exists to prevent. And so would the ability to suspend the rule.  It would render its inclusion in RONR absurd, and must be rejected as a valid interpretation. 

This section goes on to enumerate a number if situations where REM is not applicable and not in order.  I suggest that this is an exhaustive list, and that absent one of those exceptions, the rule "gives any two members power to hold up action taken by a meeting."  It therefore cannot be suspended in the face of opposition as large as those two.

Those exceptions aside, the rule is quite clear that when REM is seconded, and found to be in order, the question is taken out of the reach of meetings on that same day, 

I absolutely agree.

[Rob Elsman]

Perhaps, a better form of the motion to Suspend the Rules would be: "Mr. President, I move to suspend the rules that interfere with the immediate adoption of the motion to reconsider the main motion [...] and immediately consider the same main motion."

Either way, what is being proposed is making the main motion that is the subject of the motion to Reconsider and Enter on the Minutes immediately pending.

[Josh Martin]

On 1/16/2023 at 1:19 PM, Dan Honemann said:

Mr. Martin, I would be interested in learning your view of this rather novel idea of mine that in instances such as we have here, motions to Reconsider are not in order at all for the same reason that affirmative votes on motions to adopt special rules of order and motions to Rescind and to Amend Something Previously Adopted cannot be reconsidered at all. As I indicated, I think this has something to do with the fact that requisite notice has been given, which is also the case with respect to business to be transacted at a special meeting.  If this is not the case, why do you think that affirmative votes on these motions cannot be reconsidered?

I see what you're getting at, because Table VII. Motions Whose Reconsideration is Prohibited or Limited provides that an affirmative vote cannot be reconsidered on a motion to "Adopt or amend bylaws or constitution, rules of order, or any other rules that require previous notice for their amendment". This does seem to suggest that the fact that previous notice is required (or at least highly desirable) for such motions is the reason they cannot be reconsidered, and may likewise suggest that this is the reasoning for Rescind/ASPA as well (although this is not specifically stated in that case).

But I think it may be a stretch to also apply this principle to affirmative votes on main motions relating to subject(s) included in the call of a special meeting. While certainly a form of "requisite notice" is given in both cases, the requirement that the call of a special meeting must "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up" is not the same thing as a requirement for "previous notice." The latter is a stricter requirement.

"Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)." RONR (12th ed.) 10:47

The rules pertaining to these two subjects are different in many respects. For example, the concept of "scope of notice" is applicable for previous notice, while it is not applicable to motions made at a special meeting (unless the motion also requires previous notice). There is also the fact that in the case of previous notice, the notice is made for a particular motion. In the case of a special meeting, however, the call need only describe "the subject matter of the motions or items of business to be brought up." Various motions (and possibly multiple motions) could be made in regard to a particular subject. Indeed, the particular motions to be made may not even be known at the time the call is sent.

As a result of these differences, it would seem to me that a rule which is applicable to "previous notice" is not applicable to the looser "notice" required for special meetings, unless the text so provides - which is not the case here.

[Gary Novosielski]

9:16
The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting.

[Dan Honemann]

On 1/16/2023 at 7:34 PM, Josh Martin said:

I see what you're getting at, because Table VII. Motions Whose Reconsideration is Prohibited or Limited provides that an affirmative vote cannot be reconsidered on a motion to "Adopt or amend bylaws or constitution, rules of order, or any other rules that require previous notice for their amendment". This does seem to suggest that the fact that previous notice is required (or at least highly desirable) for such motions is the reason they cannot be reconsidered, and may likewise suggest that this is the reasoning for Rescind/ASPA as well (although this is not specifically stated in that case).

But I think it may be a stretch to also apply this principle to affirmative votes on main motions relating to subject(s) included in the call of a special meeting. While certainly a form of "requisite notice" is given in both cases, the requirement that the call of a special meeting must "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up" is not the same thing as a requirement for "previous notice." The latter is a stricter requirement.

"Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)." RONR (12th ed.) 10:47

The rules pertaining to these two subjects are different in many respects. For example, the concept of "scope of notice" is applicable for previous notice, while it is not applicable to motions made at a special meeting (unless the motion also requires previous notice). There is also the fact that in the case of previous notice, the notice is made for a particular motion. In the case of a special meeting, however, the call need only describe "the subject matter of the motions or items of business to be brought up." Various motions (and possibly multiple motions) could be made in regard to a particular subject. Indeed, the particular motions to be made may not even be known at the time the call is sent.

As a result of these differences, it would seem to me that a rule which is applicable to "previous notice" is not applicable to the looser "notice" required for special meetings, unless the text so provides - which is not the case here.

Mr. Martin, thank you for this cogent and concise response to the question I asked you, which I admit was something of an imposition.

I am of course aware of the differences between the extent of notice required to satisfy a requirement that previous notice be given and to satisfy the requirement that the call of a special meeting specify the business to be transacted at the meeting, and I agree with you that it may be a stretch to equate the two for purposes of determining the applicability of motions to Reconsider.  However, my aversion to motions to Reconsider, and particularly to motions to Reconsider and Enter on the Minutes is such that I'm inclined to make that stretch.  

Both of these requirements are clearly held to be rules protecting absentees, and neither can be suspended if there are any absentees  Only one of them (the special meeting notice), however, is apparently deemed to be not strong enough at protecting absentees to restrict the availability of certain motions to Reconsider, and I find it particularly ironic that it is deemed not strong enough to restrict the availability of motions to Reconsider and Enter on the Minutes, which can be rather vexatious.  It seems to me that when all members have been sent a notice clearly and specifically describing the subject matter of the motions or items of business to be brought up at a meeting (9:13, 9:15), they have been afforded sufficient protection.

But as things now stand, I suspect you've got it right.

 

 

[puzzling]

My two cents

 

although I do see similarities between

a) reconsidering an motion to Amend something previously adapted

and 

b) a main motion of a special meeting motion to reconsider and enter to the minutes 

I don't  think arguments from one can swap to the other..

the differences is that an ASPA motion has a previously adopted main motion  and the puzzle is if the originally adopted motion still in force if the reconsideration is delayed. (which could be nullified by direct reconsideration or reconcideration at the same meeting)

with the special meeting motion there is no previously adopted motion so this puzzle does not exist.

[J. J.]

On 1/17/2023 at 12:01 PM, Dan Honemann said:

 

Both of these requirements are clearly held to be rules protecting absentees, and neither can be suspended if there are any absentees  Only one of them (the special meeting notice), however, is apparently deemed to be not strong enough at protecting absentees to restrict the availability of certain motions to Reconsider, and I find it particularly ironic that it is deemed not strong enough to restrict the availability of motions to Reconsider and Enter on the Minutes, which can be rather vexatious.  It seems to me that when all members have been sent a notice clearly and specifically describing the subject matter of the motions or items of business to be brought up at a meeting (9:13, 9:15), they have been afforded sufficient protection.

 

I do not believe that this is a correct characterization.

This rule does not protect absentees per se.  It protects a subgroup of members within the assembly, some of whom are absentees in this example, but not all.

Assume that there is but one absentee at this 19 member board special meeting.  Could some original main motion be adopted, properly, without notice?  The answer is obviously, no, though such could be ratified (9:15).  That is an example of an absolute absentee right.  Even if a majority oven two-thirds of the entire membership voted to adopt the motion, it could still not be legitimately adopted.  You could refer to this as an "absolute absentee right."

In this case, the rule permitting REM exists to protect a specific group of members, i.e. a majority of a society's membership, or in this case at least 10 members 37:36.  Based on that, the rule cannot be suspended "in the face of a negative vote as large as the minority protected by the rule (25:2 #7)."  The rule here could not be suspended by anything less than a majority of the entire membership, including those members that may be absent.  It would also need a 2/3 vote of the vote cast. 

So, with one absentee, would a vote of 12 yes, 6 no, be sufficient to suspend the REM rule?  Yes, because 12 is more than the "minority" needed to be protected and 2/3 of the votes cast.  That single absentee is used in calculating a majority of the entire membership.

What if there were 7 absentees and the vote to suspend the REM rule is 9 yes and 3 no.  That is more than 2/3, but it is less than a majority of the entire membership, so it does not protect that minority, even though 2 are there and not absentees. 

I will add that this would apply to any motion that could be reconsidered, without regard to if it required notice individually or if the notice had to be given because of the type of meeting. 

Edited January 17, 2023 at 06:25 PM by J. J.

[Dan Honemann]

On 1/17/2023 at 1:21 PM, J. J. said:

I do not believe that this is a correct characterization.

This rule does not protect absentees per se.  It protects a subgroup of members within the assembly, some of whom are absentees in this example, but not all.

When you refer to "This rule" you appear to be referring to the rule in 37:47(6), a rule to which I made no reference.

[J. J.]

On 1/17/2023 at 4:04 PM, Dan Honemann said:

When you refer to "This rule" you appear to be referring to the rule in 37:47(6), a rule to which I made no reference.

That is the rule that is being suspended, however.  You are not suspending any rule directly related to notice, or one that specifically relates to absentees.

My answer is the same if applied at a regular meeting.  Notice is not a factor. 

[Josh Martin]

In the event the OP is still here, it’s probably worth mentioning that it would be prudent to check whether the motion in question is one which can be reconsidered. If not, that would make the rest of this discussion moot.

[Gary Novosielski]

It wouldn't be the first four-page moot question, I'd wager. 🙂