Annual membership vs. Board meeting (Motions from Floor)

[Carlos]

Hello.  

Looking to confirm three points:

First, that unlike during regular Board meeting, an ANNUAL meeting entitles anyone within the "General membership" to make a motion from the Floor.

Second, that the motion to (only) CHANGE the order of the agenda would be appropriate in this scenario

Finally, what (if any) "caveats" are there to this as there will be pushback regardless of the answer!

I am dictating this and have a friend writing as I have vision issues.  IF you have time, any supporting citations would be extremely helpful!

Thank you!

[puzzling]

Okay , hi Carlos you are doing well (i did get a private message from Carlos with the same questionsxand wanted to suggest he should just post the question here, so that all can chip in )

It all depends on what your bylaws say.

But if RONR rules:

Yes any member can make motions at the annual membership meeting.

The agenda can be amended. (The agenda is just a draft, the meeting needs to approve it before it becomes the agenda)

Suggestions: 

Before the agenda is adopted ask to add an wide category like "new bussiness" to the agenda. Your and maybe others new motions belong to this category. 

If adopted make your motion when the new business is reached.

 

 

 

 

[Joshua Katz]

 

  On 9/24/2023 at 11:56 AM, Guest Carlos said:

First, that unlike during regular Board meeting, an ANNUAL meeting entitles anyone within the "General membership" to make a motion from the Floor.

 

Yes, but I'm not comfortable with the comparison. The board meeting is a meeting of the board. The annual meeting, as you've described it, is a meeting of the membership. That's the distinction, not how often they take place. At any meeting of any assembly, the members of that assembly (unless a rule says otherwise) may conduct business. At a board meeting, that means the board. At a membership meeting, that means the membership.

  On 9/24/2023 at 11:56 AM, Guest Carlos said:

Second, that the motion to (only) CHANGE the order of the agenda would be appropriate in this scenario

 

When the agenda is pending for adoption, if the rules in RONR apply (as opposed to, say, some applicable procedural law) it may be amended by a majority vote. When it has been adopted, it may be amended by a motion to amend something previously adopted, which requires a 2/3 vote of a majority of the entire membership voting in the affirmative, either of which will suffice. This is true at any meeting, board or membership.

  On 9/24/2023 at 11:56 AM, Guest Carlos said:

Finally, what (if any) "caveats" are there to this as there will be pushback regardless of the answer!

 

Well, the biggest caveat is unless your rules say otherwise.

  On 9/24/2023 at 12:04 PM, Guest Carlos said:

1.  Unlike w/ a Board mtg., a general member can make a motion from the floor during an ANNUAL meeting, correct?

 

Yes, it's a meeting of the membership so members may conduct business.

  On 9/24/2023 at 12:04 PM, Guest Carlos said:

2.  A motion to change only the ORDER of an agenda, is allowed, correct?

 

An agenda can be amended any way you wish.

[Gary Novosielski]

On 9/24/2023 at 1:45 PM, Carlos said:

First, that unlike during regular Board meeting, an ANNUAL meeting entitles anyone within the "General membership" to make a motion from the Floor.

An Annual General Meeting is not a special kind of board meeting.  It is not a board meeting at all.  It is a meeting of the general membership, the body to whom the board reports.  Yes, if the rules in RONR apply, any member may offer an ordinary main motion from the floor, at the appropriate time (probably New Business).

On 9/24/2023 at 1:45 PM, Carlos said:

Second, that the motion to (only) CHANGE the order of the agenda would be appropriate in this scenario

Yes.  At the very start of the meeting when the agenda is pending for adoption, a member may move to amend the agenda, by adding items, striking items, changing items, or changing the order of items. A second and a majority vote is needed.

On 9/24/2023 at 1:45 PM, Carlos said:

Finally, what (if any) "caveats" are there to this as there will be pushback regardless of the answer!

I'm not sure what sort of pushback there could be.  There's no justification to rule it out of order, but just in case, familiarize yourself with the process for moving an Appeal.  [RONR (12th ed.) §24]

[Carlos]

W/ regard to the "make your motion during 'New Biz,'" the problem was that that was at the end of the Annual Mtg., by which time the point was moot.  For context, the issue was this:

a.  Agenda posted by then current Bd prior to mtg

b.  During mtg, then current Bd would be succeeded by new Bd members via vote, consistent w/ past practice

c.  The motion was made to change the agenda ORDER to ensure that pending proposals promoted by then current (e.g. "old") Bd would be voted on PRIOR to the vote installing the new Bd...since it was the original (e.g. "old") Bd that proposed/advocated the proposals the gen'l membership would be asked to vote on and therefore made sense that they "own" their proposals and handle the presentation of each and the impending debate.  In other words,

d.  The motion from the Floor when the pending proposals were about to be discussed and then voted upon was to move the proposal discussion/election to AFTER the election of new officers.  Put another way, to reverse the order from "Vote on/install new Bd, BEFORE proposals" to "vote on proposals created/advocated by current Bd, THEN new Bd" (again, to match proposal discussion w/ the Bd members that created them--as they were all defeated by wide margins).

It was a simple concept, but the then current (e.g. "old") Bd ruled the motion "improper" (and still maintain that it was "based on research of Roberts' Rules).  During that mtg, were verbally challenged, directed that a "show of hands" be counted--THREE TIMES (it wasn't close)--before they would honor the motion to reverse the order of the Agenda items and place action on the proposals ahead of voting in the new Bd.  

To be clear: There had been no motion to "approve" the agenda as proposed for that mtg.

Fast forward: The claim today remains that the motion from the floor was an "improper motion." Demand si to clearly indicate that in the Minutes of the Annual Mtg.  Hence the questions re: "Annual vs. Board" meetings: Understood that during a regular Board meeting, it is the members of the Board that may make motions/vote, etc.  the point of the questions here was to confirm that during a MEMBERSHIP meeting (Annual, in our case), ALL members are, in fact, "equal" and can therefore make motions.

I hope this context clarifies the situation and that you still agree w/ your original guidance!   Thank you for your time!

Edited September 25, 2023 at 10:21 PM by Carlos

[Joshua Katz]

Let's clarify a few things that seem to be presenting difficulty for this organization.

First, the board might present a draft or proposed agenda prior to the meeting, but, as it isn't their meeting, they can't make it binding. The membership meeting can vote to adopt the agenda. And, while it's pending for adoption, it can be changed. 

It can also be changed later, by a higher voting threshold

The board is not present, as such, at a membership meeting. Board members might be there, and the board chair might be presiding, but the board is not meeting. So the board can't rule anything proper or improper, or do anything at all. It's not their meeting.

Does that help?

[Carlos]

Mr. Katz, 

Thank you for your clarity and brevity.  Based upon MY admittedly superficial "research," I came away with a similar conclusion.  More so to the point that BECAUSE it is a "membership meeting," the following holds:

a.  There are no "officers": They could/should sit amongst the membership

b.  I believe I even saw in writing that there, "should not be a 'head' table!"

c.  Everyone present is equal since it is a "membership" meeting.

Do you by any chance have a cite you can share that nails this home?  This WILL be challenged.  Note that I have already tucked away the other two cites shared in this thread.  That said, I suspect that there is a section--a sentence--that nails once and for all the point that a "membership" meeting devoid of other rules IS open to all BECAUSE everyone is EQUAL.  

(Fingers crossed it's that simple.  LOL).   THANK YOU!

[Atul Kapur]

On 9/25/2023 at 7:14 PM, Carlos said:

There are no "officers"

Well, the president and secretary are the two officers required for a meeting, and they are usually the same for the board and the general membership meeting.

On 9/25/2023 at 6:13 PM, Carlos said:

...since it was the original (e.g. "old") Bd that proposed/advocated the proposals the gen'l membership would be asked to vote on and therefore made sense that they "own" their proposals and handle the presentation of each and the impending debate.

Once the motion is stated by the chair (or "on the floor") it is owned by the meeting, not the person or group who proposed it.

So it does not matter who is the  presiding officer when the motion is being debated, because the presiding officer should appear impartial. In fact, if the old/current president cannot be impartial, they should step aside and let someone else chair the debate. 

Presuming that the old/current board are also members of the assembly, any one of them could have made the motion for their proposals and, that way, could have presented them.

But it also sounds like the board members have been taking or been given too much latitude if they are doing presentations and "handling" debate.

[Josh Martin]

On 9/25/2023 at 6:14 PM, Carlos said:

a.  There are no "officers": They could/should sit amongst the membership

Well, no, that's not quite it. They're still officers. It's just that the board, as a group, cannot make decisions as a board during meetings of the membership, because the board isn't meeting.

As for seating arrangements, that's up to the group. RONR does advise that the presiding officer sit at the head table or podium so that he can see the assembly and preside effectively, and RONR advises that the secretary and the parliamentarian (if there is one) be seated near the chair. Beyond that, it's at the assembly's discretion where everyone else sits.

I believe Mr. Katz, was pointing out, for instance, that when you say "the board" ruled the motion improper, this is not really correct. Presumably, the presiding officer is the person who made the ruling on the motion.

On 9/25/2023 at 6:14 PM, Carlos said:

b.  I believe I even saw in writing that there, "should not be a 'head' table!

There should be a head table, where the presiding officer, the secretary, and the parliamentarian (if there is one) should be seated. Whether anyone else should be seated at the head table is at the assembly's discretion. Some assemblies seat additional officers or other persons at the head table, while others do not.

I will note that this does not necessarily have to do with symbolically placing the officers in a place of importance (although that can be part of it). It's also related to seating persons where they can most effectively perform their duties.

I have seen members here suggest removing extraneous officers from the head table as a suggested way of dealing with a board that's getting uppity, but that is a personal preference, not any rule in RONR. Beyond the three officers listed above, RONR takes no position on where anyone else should sit.

On 9/25/2023 at 6:14 PM, Carlos said:

c.  Everyone present is equal since it is a "membership" meeting.

Yes, this is correct.

On 9/25/2023 at 6:14 PM, Carlos said:

Do you by any chance have a cite you can share that nails this home?  This WILL be challenged.

I guess I'm not sure what, exactly, you're looking for a citation for. Seating arrangements are covered in 3:7 and 47:53. The fact that the board may only make decisions, as a board, at board meetings is covered in 49:16. As for a general sentiment that "everyone is equal," that is somewhat more difficult to provide a citation before, but I might suggest 1:1, 1:4.

If I'm missing something, please clarify.

Edited September 25, 2023 at 11:44 PM by Josh Martin

[Carlos]

On 9/25/2023 at 6:55 PM, Joshua Katz said:

Let's clarify a few things that seem to be presenting difficulty for this organization.

First, the board might present a draft or proposed agenda prior to the meeting, but, as it isn't their meeting, they can't make it binding. The membership meeting can vote to adopt the agenda. And, while it's pending for adoption, it can be changed. 

It can also be changed later, by a higher voting threshold

The board is not present, as such, at a membership meeting. Board members might be there, and the board chair might be presiding, but the board is not meeting. So the board can't rule anything proper or improper, or do anything at all. It's not their meeting.

Does that help?

Fascinating.  Really.  I believe that next year we will present an agenda, then ask the membership to vote to accept.  That should prevent any questions and/or ill will moving forward!

[Gary Novosielski]

On 9/25/2023 at 6:13 PM, Carlos said:

W/ regard to the "make your motion during 'New Biz,'" the problem was that that was at the end of the Annual Mtg., by which time the point was moot.  For context, the issue was this:

a.  Agenda posted by then current Bd prior to mtg

b.  During mtg, then current Bd would be succeeded by new Bd members via vote, consistent w/ past practice

c.  The motion was made to change the agenda ORDER to ensure that pending proposals promoted by then current (e.g. "old") Bd would be voted on PRIOR to the vote installing the new Bd...since it was the original (e.g. "old") Bd that proposed/advocated the proposals the gen'l membership would be asked to vote on and therefore made sense that they "own" their proposals and handle the presentation of each and the impending debate.  In other words,

d.  The motion from the Floor when the pending proposals were about to be discussed and then voted upon was to move the proposal discussion/election to AFTER the election of new officers.  Put another way, to reverse the order from "Vote on/install new Bd, BEFORE proposals" to "vote on proposals created/advocated by current Bd, THEN new Bd" (again, to match proposal discussion w/ the Bd members that created them--as they were all defeated by wide margins).

It was a simple concept, but the then current (e.g. "old") Bd ruled the motion "improper" (and still maintain that it was "based on research of Roberts' Rules).  During that mtg, were verbally challenged, directed that a "show of hands" be counted--THREE TIMES (it wasn't close)--before they would honor the motion to reverse the order of the Agenda items and place action on the proposals ahead of voting in the new Bd.  

To be clear: There had been no motion to "approve" the agenda as proposed for that mtg.

Fast forward: The claim today remains that the motion from the floor was an "improper motion." Demand si to clearly indicate that in the Minutes of the Annual Mtg.  Hence the questions re: "Annual vs. Board" meetings: Understood that during a regular Board meeting, it is the members of the Board that may make motions/vote, etc.  the point of the questions here was to confirm that during a MEMBERSHIP meeting (Annual, in our case), ALL members are, in fact, "equal" and can therefore make motions.

I hope this context clarifies the situation and that you still agree w/ your original guidance!   Thank you for your time!

You're still failing to acknowledge the first primary point. The Annual Meeting is not a board meeting.  The board is not present at all (except as individual members).  The old board is not in session, the new board is not in session.  It is a membership meeting, and only the membership is in session.

You may have an election during this meeting, and a new board may be elected, but they are not present as a board until they hold their own first board meeting at another time.  From beginning to end, the Annual Meeting is a meeting of the membership.

Most importantly, the board cannot make any rulings since it is not a board meeting.  And since a board is the subordinate body, and the membership is the superior body, the membership is not obliged to obey any rulings of the board in the first place.  The membership can instruct the board what to do, and the board must comply.  But again, at a membership meeting the board does not "exist" as such.  It only exists as a board when it is sitting in a board meeting. 

Edited September 26, 2023 at 05:21 AM by Gary Novosielski

[Guest Carlos]

On 9/26/2023 at 1:18 AM, Gary Novosielski said:

You're still failing to acknowledge the first primary point. The Annual Meeting is not a board meeting.  The board is not present at all (except as individual members).  The old board is not in session, the new board is not in session.  It is a membership meeting, and only the membership is in session.

You may have an election during this meeting, and a new board may be elected, but they are not present as a board until they hold their own first board meeting at another time.  From beginning to end, the Annual Meeting is a meeting of the membership.

Most importantly, the board cannot make any rulings since it is not a board meeting.  And since a board is the subordinate body, and the membership is the superior body, the membership is not obliged to obey any rulings of the board in the first place.  The membership can instruct the board what to do, and the board must comply.  But again, at a membership meeting the board does not "exist" as such.  It only exists as a board when it is sitting in a board meeting. 

Mr. Novosielski, THANK YOU for your reply, Sir.  To be clear: I understand the "primary point".  The challenge is that until we share the "specific citation" those challenging refuse to step away from the issue (I know not why).  Is there a cite directly related to what you've stated above?  We've not yet found it and those challenging are claiming that that's because "there isn't one."   Help?   

[Rob Elsman]

Well, I am not sure it is fair to expect RONR (12th ed.) to tell you what assembly is meeting. When the general membership assembly is meeting, the general membership assembly is meeting; when the executive board is meeting, the executive board is meeting. So, it will be necessary to determine from the bylaws of what assembly the annual meeting is being held.

If this society is having difficulty with an executive board pontificating at the meetings of the general membership assembly, I suggest that the general membership assembly adopt a main motion at the beginning of the meeting that directs board members to leave the dais and take their seats with the rest of the members of the general membership. You will find that this action goes a long way to restore the proper balance of power to the members of the general membership assembly.

[Gary Novosielski]

On 9/28/2023 at 1:36 PM, Guest Carlos said:

Mr. Novosielski, THANK YOU for your reply, Sir.  To be clear: I understand the "primary point".  The challenge is that until we share the "specific citation" those challenging refuse to step away from the issue (I know not why).  Is there a cite directly related to what you've stated above?  We've not yet found it and those challenging are claiming that that's because "there isn't one."   Help?   

You may be approaching this stuff backwards.  A board has only those powers granted to it in the bylaws.  When they try to pull shady shenanigans, ask them for the citation, and if there isn't one, they are the ones out of luck.  And there dang sure is a citation for that:  [RONR (12th ed.) 49:5]

49:5
A society has no executive board, nor can its officers act as
a board, except as the bylaws may provide; and when so
established, the board has only such power as is delegated to
it by the bylaws or by vote of the society’s assembly referring
individual matters to it.

Making rulings at membership meetings (at which the board is not even in session) is not likely to be listed among those powers.  Boards like this tend to get out of control if insufficiently challenged at regular intervals.  When this occurs, the parliamentary equivalent of a rolled-up newspaper needs to be applied to their parliamentary haunches.

Edited September 28, 2023 at 08:22 PM by Gary Novosielski

[Josh Martin]

On 9/28/2023 at 12:36 PM, Guest Carlos said:

Mr. Novosielski, THANK YOU for your reply, Sir.  To be clear: I understand the "primary point".  The challenge is that until we share the "specific citation" those challenging refuse to step away from the issue (I know not why).  Is there a cite directly related to what you've stated above?  We've not yet found it and those challenging are claiming that that's because "there isn't one."   Help?   

I guess I am confused as to what exactly the specific "issue" is.

[Guest Carlos]

The contention is that the Board put together an agenda for the Membership meeting.  Then, during the Membership meeting, a member dared stand up and "move" to change said agenda.  The presiding officer then called for a show of hands.  Counted.  Didn't like the results so another officer called for a show of hands.  Same result.  Then (I'm not kidding), called for third vote.  Same result: The order of two agenda items was flipped. 

Fast forward: The former officers are now insisting that the motion to change the agenda during the Membership meeting was "improper" because the Board had already created the agenda (note: the Board did NOT actually vote to adopt their own agenda prior to the subsequent Membership meeting.  I know that doesn't matter).  

They believe...

a.  Member motion from the floor during the membership meeting was "improper"--"Only a Director can make a motion."  

b.  They are now claiming that even if "proper," the motion required 2/3's to pass (but it was a show of hands, no ballots, so no record kept).

c.  They are asking, "Where do Robert's Rules make a distinction between a Board meeting and a Membership meeting?"  They claim there is no citation.  Our contention 

that "everyone is equal in a Membership meeting" is therefore being dismissed out of hand.

Bottom line:

We were hoping to snare a cite so that we could at least point to language that articulates that there IS a difference between "regular Board" and "Membership" meetings.  I thought that there would be because others here have cited rules limiting motions to Board members during regular Board meetings.  You know, something re: "All members equal during a Membership meeting," etc.  

(Sorry)

 

[Joshua Katz]

On 9/28/2023 at 7:21 PM, Guest Carlos said:

a.  Member motion from the floor during the membership meeting was "improper"--"Only a Director can make a motion."  

 

They'd better have a citation for that.

 

On 9/28/2023 at 7:21 PM, Guest Carlos said:

b.  They are now claiming that even if "proper," the motion required 2/3's to pass (but it was a show of hands, no ballots, so no record kept).

 

Only if the agenda had been adopted.

 

On 9/28/2023 at 7:21 PM, Guest Carlos said:

c.  They are asking, "Where do Robert's Rules make a distinction between a Board meeting and a Membership meeting?"  They claim there is no citation.  Our contention 

 

Well for that there is a cite, although I don't have the book in front of me at the moment. I'm certain someone will provide it shortly. Meanwhile, the primary citation will be to your bylaws establishing which the annual meeting is.

If their claim is that only board members can make motions during membership meetings, they are dangerously clueless or power-hungry and should be removed from office.

[Josh Martin]

On 9/28/2023 at 6:21 PM, Guest Carlos said:

a.  Member motion from the floor during the membership meeting was "improper"--"Only a Director can make a motion."  

With respect to a meeting of the membership, this is incorrect.

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." RONR (12th ed.) 1:4

On 9/28/2023 at 6:21 PM, Guest Carlos said:

b.  They are now claiming that even if "proper," the motion required 2/3's to pass (but it was a show of hands, no ballots, so no record kept).

This is incorrect, unless the agenda had already been adopted (by the membership).

On 9/28/2023 at 6:21 PM, Guest Carlos said:

c.  They are asking, "Where do Robert's Rules make a distinction between a Board meeting and a Membership meeting?"  They claim there is no citation.

The types of assemblies are discussed in RONR (12th ed.) 1:9-1:23. Among these are...

"The Local Assembly of an Organized Society. The assembly at the meetings of an organized permanent society existing as a local club or local branch is the type of assembly with which the average person is most likely to have direct experience. As the highest authority within such a society or branch (subject only to the provisions of the bylaws or other basic document establishing the organization), this body acts for the total membership in the transaction of its business. Such an assembly's membership is limited to persons who are recorded on the rolls of the society as voting members and who are in good standing. 3 The bylaws of an organized local society (see 2:8–13) usually provide that it shall hold regular meetings at stated intervals—such as weekly, monthly, quarterly, or sometimes even annually—and also usually provide a procedure for calling special meetings as needed (see 9:13–16). Each of these meetings in such an organization normally is a separate session (8)." RONR (12th ed.) 1:13

"The Board. A board, in the general sense of the term, is an administrative, managerial, or quasi-judicial body of elected or appointed persons that differs from several of the other principal types of deliberative assembly as follows:

a) boards are frequently smaller than most other assemblies; and
b) while a board may or may not function autonomously, its operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself." RONR (12th ed.) 1:22

In addition to this, boards are covered in great detail in RONR (12th ed.) Section 49, and RONR (12th ed.) 56:33-43 discusses bylaws provisions for meetings of the society and the authority of the board.

I'm sure this is not an exhaustive list.

But again, when people present you with a claim that is ridiculous on its face such as suggesting that there is no distinction between a board meeting and a membership meeting, the onus is on them to provide proof. If your board members are incapable of understanding the concept that the board and the membership are separate entities, your society should fire them and replace them with board members capable of understanding it.

On 9/28/2023 at 6:21 PM, Guest Carlos said:

Fast forward: The former officers are now insisting that the motion to change the agenda during the Membership meeting was "improper" because the Board had already created the agenda (note: the Board did NOT actually vote to adopt their own agenda prior to the subsequent Membership meeting.  I know that doesn't matter).  

I would also add that, even if the board was correct (which it is not) that this motion was "improper," such a fact would be irrelevant at this time.

"The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late." RONR (12th ed.) 23:5

While there are exceptions for violations which are so grave that they constitute a "continuing breach," I see nothing from the facts presented which would suggest that even if there were a breach, it would be of a continuing nature. Further, even to the extent there was a continuing breach, I find it difficult to imagine how a breach relating to the order of the agenda would still be continuing even after the meeting was over.

On 9/28/2023 at 6:21 PM, Guest Carlos said:

I thought that there would be because others here have cited rules limiting motions to Board members during regular Board meetings.

But doesn't this, itself, suggest there is a distinction between a board meeting and a membership meeting? If there was no distinction, there would be no reason for such rules. The reason why such rules exist is to distinguish board meetings from membership meetings.