Unfinished business and special meetings

[Shmuel Gerber]

I have a vague recollection of this topic being discussed on the forum a while ago, but I'm not sure if or where it was. I'm curious what your answers are. Assume the assembly has regular meetings monthly.

1. A main motion is pending when a regular meeting adjourns. Then, in accordance with the bylaws provisions for calling special meetings, a special meeting is called for the purpose of resuming consideration of that motion. How is the motion brought up at the special meeting? Is a two-thirds vote required to bring it up?

2. Instead of a main motion being pending when a regular meeting adjourns, it is pending when a special meeting adjourns. Then another special meeting is called for the purpose of resuming consideration of the motion. Are your answers to the questions above the same as in #1? 

3. A main motion is pending when a special meeting adjourns, and no further adjourned or special meetings are held before the next regular meeting. How and when is the motion brought up at the next regular meeting? And what if there was also a different motion pending when the previous regular meeting adjourned?

[Rob Elsman]

I do not have any recollection of a previous discussion on these matters.  Mr. Mervosh is our whiz kid on searching for a particular topic, so he may be able to find it, where I could not.

I would point out that the three cases are uncharacteristic of a special meeting.  RONR (12th ed) 9:13 indicates that the reason for a special meeting is to deal with matters that 1) arise between regular meetings, and 2) require action before the next regular meeting.

In case #1, the matter does not arise between regular meetings.

In case #2, the matter does not require action at the first special meeting and before the next regular meeting.

In case #3, likewise, the matter does not require action before the next regular meeting.

These things being so, it does not surprise me that the book seems so silent about the cases presented.

 

 

[Weldon Merritt]

On 8/17/2023 at 7:39 PM, Rob Elsman said:

I would point out that the three cases are uncharacteristic of a special meeting.  RONR (12th ed) 9:13 indicates that the reason for a special meeting is to deal with matters that 1) arise between regular meetings, and 2) require action before the next regular meeting.

I I don't things that means that those are teh only matters a special meeting can be called for. It seems to me that a special meeting can deal with anything that is listed in teh call. (Assuming, of course, that there is no bylaw or higher level rule that requires the matter to be considered at a regular meeting.) As to the questions, however, I;m not at al sure of the answers.

[Josh Martin]

On 8/17/2023 at 5:38 PM, Shmuel Gerber said:

I have a vague recollection of this topic being discussed on the forum a while ago, but I'm not sure if or where it was.

I don't think we discussed this in particular, but I recall discussing related questions, such as taking up an item which was postponed to the next regular meeting at a special meeting. (A much easier question.)

On 8/17/2023 at 5:38 PM, Shmuel Gerber said:

1. A main motion is pending when a regular meeting adjourns. Then, in accordance with the bylaws provisions for calling special meetings, a special meeting is called for the purpose of resuming consideration of that motion. How is the motion brought up at the special meeting? Is a two-thirds vote required to bring it up?

I am struggling with this as well. For each of the other circumstances in which an item is temporarily disposed of, the text has a clear answer on how the item is taken up and how it may be taken up earlier than the prescribed time. The text has no such answer in this case.

Each of the other circumstances in which an item is temporarily disposed require the assembly to take some action in order to take up the item "early" (and in some cases, require action to take it up at all). In some cases, this requires a suspension of the rules, while in other cases it is done through a specific parliamentary motion.

• If a motion is postponed, it may be taken up early by reconsidering the motion to postpone (if within the time limits for reconsideration) or by suspending the rules.
• If laid on the table, it may be taken up by taking it from the table.
• If it was the subject of a motion to Reconsider which was made but not finally disposed of, it is taken up by calling up the motion to Reconsider.
• If it was referred to a committee, it may be taken up early by discharging it from the committee.

The text has no answer for how to take up "early" a motion which is carried over by means of going over to the next session as unfinished business due to being pending upon adjournment.

On the one hand, one could argue that, similar to the other circumstances, the item may be taken up early through suspension of the rules or through a specific parliamentary motion. Since no specific parliamentary rule provides for taking this item up early, that would suggest suspending the rules is the only option, and therefore a 2/3 vote is required.

On the other hand, this circumstance is somewhat unique in that all of the other circumstances arise due to action taken by the assembly, whereas this circumstance arises due to inaction by the assembly. The assembly has not made any particular decision that the item shall not be taken up until a particular time. So it might be argued that nothing should prevent the assembly from taking the item up early.

The other factor to consider, however, is that if it was desired to take the item up early at the next regular meeting (but before Unfinished Business), a suspension of the rules and a 2/3 vote would be required to do so. So it would seem somewhat odd that it would be easier to take it up at an entirely different meeting than it would be to take it up earlier in the same meeting.

On balance, I am inclined to think that a suspension of the rules and a 2/3 vote is required.

On 8/17/2023 at 5:38 PM, Shmuel Gerber said:

2. Instead of a main motion being pending when a regular meeting adjourns, it is pending when a special meeting adjourns. Then another special meeting is called for the purpose of resuming consideration of the motion. Are your answers to the questions above the same as in #1? 

Yes. RONR provides in 21:7 that a motion which is pending when the assembly adjourns, and that adjournment closes the session, the motion becomes the first item under Unfinished Business at the next regular meeting, provided that meeting is within a quarterly interval. Whether the current meeting is a regular or special meeting does not appear to make a difference.

On 8/17/2023 at 5:38 PM, Shmuel Gerber said:

3. A main motion is pending when a special meeting adjourns, and no further adjourned or special meetings are held before the next regular meeting. How and when is the motion brought up at the next regular meeting?

As noted above, it seems to me that the motion is taken up as the first item of business at the next regular meeting.

On 8/17/2023 at 5:38 PM, Shmuel Gerber said:

And what if there was also a different motion pending when the previous regular meeting adjourned?

While the text has no direct answer to this question, the general rule for other similar circumstances is that the order of the day which was created first is taken up first. So I would think that the motion pending upon adjournment of the regular meeting would be taken up first, followed by the motion pending upon adjournment of the special meeting.

Edited August 18, 2023 at 10:47 AM by Josh Martin

[Guest Robert Ford Dumas]

I've been lurking here for a while, and this is among the more intricate discussions I've read. But it reminds me of a situation I encountered some time back.

I belonged to a HOA that had a nine-member board, and they had this main motion to decide. At the regular meeting when the motion was being debated, they adopted an amendment by a 5/4 vote. The amendment was a poison pill of sorts, and when it passed, the four proponents of the original motion were running around like the proverbial chicken with a stumped toe. It watered down their original motion and they were not happy. The meeting adjourned with the amended motion still undecided.

The four board members who didn't like the amendment managed to get a special meeting called to "resume consideration of the main motion." One of the five board members who voted for the amendment (but whose arm had been twisted a bit after the first meeting) immediately made a motion to reconsider the vote on the troublesome amendment. A rather knowledgeable amendment supporter raised a point of order that Reconsider was not in order. After a whispered exchange between the chairman and the lawyer, the chairman ruled the point of order was well taken. Grumbling, the amendment's most vocal opponent moved to adjourn. The "second" came as a "I'm outa here" by the member who made the original (unamended) main motion. That was it. The meeting was over.

Within a day or so, the proponents of the original, unamended motion pushed again for another special meeting to take up the main motion with hopes of "rescinding the amendment" adopted at the original regular meeting. They got their wish and another special meeting was called.

Now, if ever I was dealing with a recalcitrant group of argumentative souls, this one took the cornbread. I didn't even keep up with it after that because the club wasn't important enough for me to go back to the board meetings. I didn't really give a rip about being a member of the organization after seeing these boneheads demonstrate their willingness to waste each others' time with their ignorance.

I would like to think that at that second special meeting, the amendment's proponents would raise another point of order that the motion to rescind something previously adopted was not in order because it could not be applied to an adopted amendment to a yet unadopted main motion. At least, that's the way I think it would work. Maybe I should have hung around for more and learned something.

Nah. Life's too short.

RFD

[Dan Honemann]

On 8/18/2023 at 1:57 AM, Guest Robert Ford Dumas said:

I belonged to a HOA that had a nine-member board, and they had this main motion to decide. At the regular meeting when the motion was being debated, they adopted an amendment by a 5/4 vote. The amendment was a poison pill of sorts, and when it passed, the four proponents of the original motion were running around like the proverbial chicken with a stumped toe. It watered down their original motion and they were not happy. The meeting adjourned with the amended motion still undecided.

For purposes of further discussion, I will assume that the next regular meeting of this board was scheduled to be held within a quarterly time interval, that the adjournment did not end the term of some or all of the board members, and that the rules in RONR, were controlling.

 

On 8/18/2023 at 1:57 AM, Guest Robert Ford Dumas said:

The four board members who didn't like the amendment managed to get a special meeting called to "resume consideration of the main motion." One of the five board members who voted for the amendment (but whose arm had been twisted a bit after the first meeting) immediately made a motion to reconsider the vote on the troublesome amendment. A rather knowledgeable amendment supporter raised a point of order that Reconsider was not in order. After a whispered exchange between the chairman and the lawyer, the chairman ruled the point of order was well taken. Grumbling, the amendment's most vocal opponent moved to adjourn. The "second" came as a "I'm outa here" by the member who made the original (unamended) main motion. That was it. The meeting was over.

The ruling was correct, and all's well.

 

On 8/18/2023 at 1:57 AM, Guest Robert Ford Dumas said:

Within a day or so, the proponents of the original, unamended motion pushed again for another special meeting to take up the main motion with hopes of "rescinding the amendment" adopted at the original regular meeting. They got their wish and another special meeting was called.

Now, if ever I was dealing with a recalcitrant group of argumentative souls, this one took the cornbread. I didn't even keep up with it after that because the club wasn't important enough for me to go back to the board meetings. I didn't really give a rip about being a member of the organization after seeing these boneheads demonstrate their willingness to waste each others' time with their ignorance.

I would like to think that at that second special meeting, the amendment's proponents would raise another point of order that the motion to rescind something previously adopted was not in order because it could not be applied to an adopted amendment to a yet unadopted main motion. At least, that's the way I think it would work. Maybe I should have hung around for more and learned something.

You are correct when you say that a motion to rescind cannot be applied to an adopted amendment to a yet unadopted main motion. So let's assume that, at the special meeting, this was correctly decided and they attempted to proceed with consideration of the main motion (as amended) which was immediately pending when the regular meeting was adjourned.  I agree with Mr. Martin that it will require suspension of the rules by a two-thirds vote in order to do this. By adjournment of its regular meeting under these circumstances, the board made the main motion (as amended) the first item under unfinished business (or under special orders if it was a special order) for its next regular meeting (RONR, 12th ed. 21:7(b), 41:37-39; and don't worry, these rules have not been changed for over 50 years). I gather that a two-thirds vote would have been unattainable.

But all was not lost.  As noted, the main motion (as amended) would have been the first item under unfinished business (or under special orders if it was a special order) at the board's next regular meeting.

 

[Shmuel Gerber]

On 8/18/2023 at 1:57 AM, Guest Robert Ford Dumas said:

Within a day or so, the proponents of the original, unamended motion pushed again for another special meeting to take up the main motion with hopes of "rescinding the amendment" adopted at the original regular meeting. They got their wish and another special meeting was called.

. . .

I would like to think that at that second special meeting, the amendment's proponents would raise another point of order that the motion to rescind something previously adopted was not in order because it could not be applied to an adopted amendment to a yet unadopted main motion.

It's true that an adopted amendment to a pending main motion cannot be "rescinded", but since each of these meetings is a separate session, the main motion can simply be amended again to put it back the way it was before the previous amendment was adopted. Being a subsidiary motion to Amend, a motion to do this requires only a majority vote -- that is, once the main motion becomes pending again, which it seems requires a two-thirds vote to happen. 

[Josh Martin]

On 8/18/2023 at 12:57 AM, Guest Robert Ford Dumas said:

I would like to think that at that second special meeting, the amendment's proponents would raise another point of order that the motion to rescind something previously adopted was not in order because it could not be applied to an adopted amendment to a yet unadopted main motion. At least, that's the way I think it would work. Maybe I should have hung around for more and learned something.

Well, there is a proper way for the amendment's opponents to propose what they want to do, they just haven't found it yet.

When this motion is ultimately considered again, what should be done is for a member to move an amendment to amend the motion back to the way it originally was (or in whatever other manner is desired). See the rules pertaining to renewal of motions in Section 38. A majority vote will be required to adopt the amendment.

Edited August 18, 2023 at 02:21 PM by Josh Martin

[Rob Elsman]

Those of you who propose a two-thirds vote requirement are, I opine, proposing an imbalance of equities between the right of the assembly to effectively deal with matters of urgency in a special meeting (which would be the intent of the bylaw authorizing special meetings) and the right of a minority of sufficient size to reject the motion to take up.

[J. J.]

On 8/17/2023 at 6:38 PM, Shmuel Gerber said:

I have a vague recollection of this topic being discussed on the forum a while ago, but I'm not sure if or where it was. I'm curious what your answers are. Assume the assembly has regular meetings monthly.

1. A main motion is pending when a regular meeting adjourns. Then, in accordance with the bylaws provisions for calling special meetings, a special meeting is called for the purpose of resuming consideration of that motion. How is the motion brought up at the special meeting? Is a two-thirds vote required to bring it up?

2. Instead of a main motion being pending when a regular meeting adjourns, it is pending when a special meeting adjourns. Then another special meeting is called for the purpose of resuming consideration of the motion. Are your answers to the questions above the same as in #1? 

3. A main motion is pending when a special meeting adjourns, and no further adjourned or special meetings are held before the next regular meeting. How and when is the motion brought up at the next regular meeting? And what if there was also a different motion pending when the previous regular meeting adjourned?

1.  Assume that this is the monthly August meeting that adjourned with the pending question.  By adjourning, the assembly offer no specific intent for the motion to come up at the September meeting; they could have postponed it to September, but didn't.  I think that a majority vote is needed to bring this up at a special meeting, provided that it was given notice.

2.  Same.  I see these two as being similar to taking a question from the table, but limited under unfinished business.

3.  Same, in regard to the special meeting motion.  The one pending from the regular meeting will come up under unfinished business. 

[Dan Honemann]

On 8/18/2023 at 10:50 AM, Rob Elsman said:

Those of you who propose a two-thirds vote requirement are, I opine, proposing an imbalance of equities between the right of the assembly to effectively deal with matters of urgency in a special meeting (which would be the intent of the bylaw authorizing special meetings) and the right of a minority of sufficient size to reject the motion to take up.

I know of nothing in RONR which says that, in an emergency, suspension of rules requiring a two thirds vote for their suspension can be suspended by a majority vote.

[Rob Elsman]

The point is that it is an inequitable distribution of power for a minority of sufficient size to thwart the purpose for which an authorizing bylaw has been adopted.

[Dan Honemann]

On 8/18/2023 at 11:27 AM, J. J. said:

1.  Assume that this is the monthly August meeting that adjourned with the pending question.  By adjourning, the assembly offer no specific intent for the motion to come up at the September meeting; they could have postponed it to September, but didn't.  I think that a majority vote is needed to bring this up at a special meeting, provided that it was given notice.

Unfortunately, assemblies all too frequently do things which cause something to happen as a matter of parliamentary law that they did not intend to happen.  By adjourning while a main motion is immediately pending, the assembly causes that motion to become the first item under unfinished business (or under special orders if it was a special order) for its next regular meeting, regardless of its (their?) intent.

[J. J.]

On 8/18/2023 at 11:53 AM, Dan Honemann said:

Unfortunately, assemblies all too frequently do things which cause something to happen as a matter of parliamentary law that they did not intend to happen.  By adjourning while a main motion is immediately pending, the assembly causes that motion to become the first item under unfinished business (or under special orders if it was a special order) for its next regular meeting, regardless of its (their?) intent.

They did not create it as a general order (or anything). 

I am seeing this as similar to motion that subject to lay on the table, except that will come up as unfinished business (or special orders in some cases) if nothing else happens. 

[Dan Honemann]

On 8/18/2023 at 11:52 AM, Rob Elsman said:

The point is that it is an inequitable distribution of power for a minority of sufficient size to thwart the purpose for which an authorizing bylaw has been adopted.

Well, this is a nice thought, but I'm afraid that there is nothing in RONR that says that rules requiring a two-thirds vote for their suspension can be suspended by a majority vote during a special meeting due to some perceived emergency. 

[Josh Martin]

On 8/18/2023 at 9:50 AM, Rob Elsman said:

Those of you who propose a two-thirds vote requirement are, I opine, proposing an imbalance of equities between the right of the assembly to effectively deal with matters of urgency in a special meeting (which would be the intent of the bylaw authorizing special meetings) and the right of a minority of sufficient size to reject the motion to take up.

I frankly have no disagreement with the suggestion that perhaps it should be permitted to take up a motion by a majority vote in the circumstances described by Mr. Gerber, but I do not believe the rules as they are presently written permit this.

With that said, while I do not personally agree with the interpretation that a majority vote is sufficient, I do not find that interpretation to be unreasonable.

I do think this may be an item for the authorship team to consider for the 13th edition in order to clarify it one way or the other. As noted above, each of the other circumstances by which a motion is temporarily disposed of has a clear answer in the text for how the motion is taken up, including how the motion is taken up earlier than the prescribed time (if applicable). It is only this circumstance where there is no clear answer in the text.

Edited August 18, 2023 at 04:18 PM by Josh Martin

[Dan Honemann]

On 8/18/2023 at 12:17 PM, Josh Martin said:

I do think this may be an item for the authorship team to consider for the 13th edition in order to clarify it one way or the other. As noted above, each of the other circumstances by which a motion is temporarily disposed of has a clear answer in the text for how the motion is taken up, including how the motion is taken up earlier than the prescribed time (if applicable). It is only this circumstance where there is no clear answer in the text.

Frankly, I fail to see any lack of clarity in this regard, but I suppose that it is possible to increase the degree of clarity somehow.  Making a substantive change is an entirely different matter.

[J. J.]

I agree that clarification is needed and suspect that is why Mr. Gerber raised the question. 

[Shmuel Gerber]

For the sake of discussion, I will argue in favor of J. J. and Mr. Elsman's conclusion.

RONR (12th ed.) states:

"21:7 Effect of Adjournment on Pending Business or on an Uncompleted Order of Business. Except as the assembly may have adopted rules providing otherwise, the effect of an adjournment on a pending motion or an uncompleted order of business is as follows: ... 

"b) When the adjournment closes the session in an assembly having its next regular business session within a quarterly time interval (see 9:7), and having no members whose terms of membership expire before the next regular session (for example, in ordinary clubs and societies that hold frequent “regular meetings”): The complete order of business is followed at the next regular session. If a question was pending at the time of adjournment, it is taken up as the first item under unfinished business (or under special orders, if it was a special order)—resuming the question at exactly where it was previously interrupted. Any general or special order that was not reached is also taken up under unfinished business or under special orders, respectively (see 41)."

The rule that the pending question is taken up as the first item of unfinished business is thus given in the context of the fact that the complete order of business is followed at the next regular session and, within that session, the question that was pending at the time of adjournment will not be reached until Unfinished Business.

However, at a special session, there is no prescribed order of business, so there is no business that has a higher priority than the question that was pending at adjournment, so at that session there is no rule interfering with taking up the question. 

This is in contrast with a question that was postponed or otherwise made an order of the day for the next regular meeting, which the book explicitly states can't be taken up before the time for which it was set, except by reconsideration or a two-thirds vote. 

[Dan Honemann]

On 8/18/2023 at 1:00 PM, Shmuel Gerber said:

The rule that the pending question is taken up as the first item of unfinished business is thus given in the context of the fact that the complete order of business is followed at the next regular session and, within that session, the question that was pending at the time of adjournment will not be reached until Unfinished Business.

The rule in 21:7(b) clearly states that the pending question becomes either the first item of unfinished business (or the first item under Special Orders) at the next regular session.  By the act of adjourning its meeting when the main motion was immediately pending, the assembly then and there caused the pending motion to become an order of the day for its next regular meeting, and one thing we know for sure is that "An order of the day cannot be taken up before the time for which it is set, except by reconsidering (37) the vote that established the order (so long as a reconsideration is possible), or by suspending the rules (25) by a two-thirds vote."  (41:40)

 

[Rob Elsman]

On 8/18/2023 at 11:05 AM, Dan Honemann said:

Well, this is a nice thought, but I'm afraid that there is nothing in RONR that says that rules requiring a two-thirds vote for their suspension can be suspended by a majority vote during a special meeting due to some perceived emergency. 

Because of the imbalance of inequities about which I have spoken, I do not think that a two-thirds vote is a solution to Mr. Gerber's cases in any way.  However, I am "in irons" about this whole matter, because I cannot reconcile Mr. Gerber's cases with what is said in RONR (12th ed.) 9:13.

[J. J.]

On 8/18/2023 at 1:46 PM, Dan Honemann said:

The rule in 21:7(b) clearly states that the pending question becomes either the first item of unfinished business (or the first item under Special Orders) at the next regular session.  By the act of adjourning its meeting when the main motion was immediately pending, the assembly then and there caused the pending motion to become an order of the day for its next regular meeting, and one thing we know for sure is that "An order of the day cannot be taken up before the time for which it is set, except by reconsidering (37) the vote that established the order (so long as a reconsideration is possible), or by suspending the rules (25) by a two-thirds vote."  (41:40)

 

21:7(b) does not say that "the assembly then and there caused the pending motion to become an order of the day for its next regular meeting."  There is nothing in text that says it is an order of the day.  That is the problem that Mr. Gerber notes. 

[Dan Honemann]

On 8/18/2023 at 2:17 PM, J. J. said:

21:7(b) does not say that "the assembly then and there caused the pending motion to become an order of the day for its next regular meeting."  There is nothing in text that says it is an order of the day.  That is the problem that Mr. Gerber notes. 

I'm quite sure that Mr. Gerber says no such thing.

[Shmuel Gerber]

On 8/18/2023 at 1:46 PM, Dan Honemann said:

The rule in 21:7(b) clearly states that the pending question becomes either the first item of unfinished business (or the first item under Special Orders) at the next regular session.  By the act of adjourning its meeting when the main motion was immediately pending, the assembly then and there caused the pending motion to become an order of the day for its next regular meeting, and one thing we know for sure is that "An order of the day cannot be taken up before the time for which it is set, except by reconsidering (37) the vote that established the order (so long as a reconsideration is possible), or by suspending the rules (25) by a two-thirds vote."  (41:40)

But that sentence in 41:40 is not applicable, because, as you noted, the item becomes the first item under unfinished business (or an unfinished special order). Unfinished business is unfinished business, not a general order or a special order. 

"41:21 5. Unfinished Business and General Orders. The term unfinished business,5 in cases where the regular business meetings of an organization are not separated by more than a quarterly time interval (9:7), refers to questions that have come over from the previous meeting (other than special orders) as a result of that meeting’s having adjourned without completing its order of business (21:7(b)) and without scheduling an adjourned meeting (9, 22) to complete it.

"41:22 A general order (as explained under Orders of the Day, below) is any question which, usually by postponement, has been made an order of the day without being made a special order.

"41:23 The heading of Unfinished Business and General Orders includes items of business in the four categories that are listed below in the order in which they are taken up. Of these, the first three constitute “Unfinished Business,” while the fourth consists of “General Orders” . . ."

[Dan Honemann]

On 8/18/2023 at 3:02 PM, Shmuel Gerber said:

But that sentence in 41:40 is not applicable, because, as you noted, the item becomes the first item under unfinished business (or an unfinished special order). Unfinished business is unfinished business, not a general order or a special order. 

Well, I remain quite certain in my own mind that any question that is due to come up under 41:18 or 41:23 is an order of the day.