Proper procedure to allow mon-member comments at a board meeting

[Tomm]

Our bylaws allow for non-board member members to attend the board meetings and also allows time for them to comment on the motions that are on the agenda.

The current procedure is for the Chair to state the motion then the corporate secretary reads the names of those non-members who wish to speak about the motion. After all the comments have been heard the maker of the motion will once again state the motion and the chair will ask for a second. Of course if no second is achieved the motion dies.

The Chair of the Board asked me if this was proper. Her concern was that if the motion was not seconded then everybody who spoke would have done so for nothing.

I told her that once the chair made the motion then it no longer belonged to the maker but only to the members of the board and by allowing the non-members to comment they were in essence participating in debate?

We're trying to find the proper way of allowing the non-members to comment on the motions within the legality of RONR. 

What if only the maker of the motion read the motion, then allowed the non-members to comment. Once all the comments were made, then the Chair presented the motion to the board and ask for a second? 

A little help on how to satisfy all parties without violating any rules!

This is the relevant paragraph in the bylaws:

"All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

 

Edited February 21, 2023 at 02:07 AM by Tomm
added information

[Josh Martin]

On 2/20/2023 at 6:05 PM, Tomm said:

The current procedure is for the Chair to state the motion then the corporate secretary reads the names of those non-members who wish to speak about the motion. After all the comments have been heard the maker of the motion will once again state the motion and the chair will ask for a second. Of course if no second is achieved the motion dies.

The Chair of the Board asked me if this was proper. Her concern was that if the motion was not seconded then everybody who spoke would have done so for nothing.

It seems to me there is nothing improper about this procedure, under the rules in the organization's bylaws. This seems generally similar to the procedure that is often used in public bodies, in which the "public hearing" will precede debate among the members.

In regard to the concern is "that if the motion was not seconded then everybody who spoke would have done so for nothing," I would note a few things:

• I would first note that under the small board rules, motions do not require a second. But I suppose the board has chosen not to follow the small board rules in this regard.
• Generally, one would hope that motions which die for lack of a second are not a common occurrence.

In any event, however, this could rather easily be addressed by simply asking for a second prior to taking comments.

On 2/20/2023 at 6:05 PM, Tomm said:

I told her that once the chair made the motion then it no longer belonged to the maker but only to the members of the board and by allowing the non-members to comment they were in essence participating in debate?

It is correct that once the chair states the question on the motion (not makes the motion), it is before the board for consideration, and that by allowing the non-members to comment at that point would mean they are participating in debate. But stating the question doesn't happen until after the motion is seconded. The steps involved in bringing a motion before the assembly are as follows:

"1) A member makes the motion. (The words move and offer also refer to this step. A person is said to “make a motion,” but he uses the word “move” when he does so. He is also said “to move” a particular proposal, as in “to move a postponement.”)
2) Another member seconds the motion.
3) The chair states the question on the motion." RONR (12th ed.) 4:2

Currently, it appears you are taking the comments between Step 1 and Step 2. You could instead do it between Step 2 and Step 3, which would seem to address the chair's concern, while still handling it before the motion is pending, and is therefore technically not "debate." While the chair may well end up reading the motion when asking for a second (in the event the motion is not immediately seconded), this is not technically "stating the question." I would suggest reviewing RONR (12th ed.) 4:9-15 for more information.

This method would seem to satisfy everyone's concerns.

I would note that, because the organization has its own rules on this matter in its bylaws, I'm not sure there is any prohibition on taking these comments during debate. Ultimately, it would seem to me the board is free to take these comments at whatever point it wishes to. The only guidance in the bylaws is that "Member comments at Board Meetings will be limited to posted motions," which seems to grant a lot of latitude.

On 2/20/2023 at 6:05 PM, Tomm said:

What if only the maker of the motion read the motion, then allowed the non-members to comment. Once all the comments were made, then the Chair presented the motion to the board and ask for a second? 

Seems fine. But there isn't a need to go out of your way to prevent the chair from reading the motion. The fact that the chair reads the motion does not necessarily mean the chair has stated the question.

Edited February 22, 2023 at 01:41 PM by Josh Martin

[Tomm]

So then,... once the motion/question is stated and seconded and the non-board members had their opportunity to comment, is it proper for the board members to make primary and secondary amendments at that time or should those amendments only be made after the chair puts forth the question so that the motion/question is solely in the hands of the board? 

[Josh Martin]

On 2/21/2023 at 12:04 AM, Tomm said:

So then,... once the motion/question is stated and seconded and the non-board members had their opportunity to comment, is it proper for the board members to make primary and secondary amendments at that time or should those amendments only be made after the chair puts forth the question so that the motion/question is solely in the hands of the board? 

After the motion is stated, the motion is solely in the hands of the board, and it is proper for the board members to make primary and secondary amendments at that time. The chair puts the question when it is put to a vote.

The full order in which a motion is considered is as follows:

• A member makes the motion. (The words move and offer also refer to this step. A person is said to “make a motion,” but he uses the word “move” when he does so. He is also said “to move” a particular proposal, as in “to move a postponement.”)
• Another member seconds the motion.
• The chair states the question on the motion.
• Members debate the motion (unless no member claims the floor for that purpose). (This is also the point at which subsidiary motions, including amendments, would be made.)
• The chair puts the question (that is, puts it to a vote).
• The chair announces the result of the vote.

What I am suggesting is that, if it is desired to have the non-board members comment after the motion is seconded but prior to debate in order to address the concern that non-board members may waste their time commenting on a motion which is not even seconded, this can be done. This step could be inserted after a member seconding the motion, but before the chair states the question on the motion.

So I think the "script" might go something like this, adapted from citations in Section 4.

MEMBER A: Mr. Chair!

CHAIR: Member A.

MEMBER A: I move that... [text of motion].

MEMBER B: Second!

[If the motion is not immediately seconded, the chair would ask "Is there a second to the motion?" If necessary, the chair can repeat the motion, by saying "Member A has moved that [text of motion]. Is there a second?"]

[After the motion is seconded, proceed as follows...]

CHAIR: The motion is seconded. Pursuant to the board's rules, the board shall now permit comments from members of the association on the motion before considering it.

[Comment period proceeds. After that's done...]

CHAIR: The comment period has concluded. It is moved and seconded that [text of motion]. Is there any debate?

[It is these last two sentences that constitute "stating the question."]

I would note again that this is simply one option and that ultimately the board is free to take these comments at whatever point it wishes to. If there is disagreement on this subject, then it would seem prudent to adopt rules governing this practice.

[Shmuel Gerber]

On 2/20/2023 at 7:05 PM, Tomm said:

"All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

The member's comments may inform the board whether a motion should be made or seconded in the first place. So I don't see comments on a motion that doesn't get seconded as having been a waste of time. The comments may have persuaded the board members that the motion is unworthy of consideration. On the other hand, if non-board members are prevented from commenting on posted motions that are not made or seconded, they will have no opportunity (within the meeting) to persuade the board members that the motion should be made and seconded.

It seems to me the current procedure is working as intended.

[Richard Brown]

I agree with the comment immediately above by Mr. Gerber.  I do think the more common method, however, is for public comments to be received after the motion has been made and seconded and when it is actually before the assembly.  Perhaps my experience differs from others.

[Gary Novosielski]

If I remember correctly the procedure used on Borough Council meetings in my old stamping grounds:

Some items on the agenda were of a kind that required a public hearing, e.g., ordinances (which also required multiple readings).  Others did not. 

After Approval of Minutes, there was a public hearing period where people could comment on agenda items. If they had a comment on an ordinance, they were asked to hold that comment until the individual hearing on the ordinance was opened, which happened when that item was reached on the agenda.  If memory serves, a motion to open a hearing preceded the actual main motion, and when the hearing was closed, the main motion was offered, seconded, debated, and typically voted on.  (In my view, the first motion was superfluous, since the hearing was mandatory.  The chair could simply announce the next item of business and open the item for comments.)

There was another general comment period allowed prior to adjournment, where members of the public could bring up any topic, whether on the agenda or not.  But few people typically remained for that part, having taken their leave as soon as the motion they cared about was disposed of.