Special Meetings

[Frank H]

A housing coop Board calls a Special Meeting to discuss/vote upon the following:

"Motion that the shareholders approve a $10,000 per unit Special Assessment to be used for (1) Building an accessibility ramp, (2) Installing an automated gate on the parking lot, and (3) Building of our capital reserves."

No member moves that the question be divided.

After debate and questions the motion fails to get the required 2/3 affirmative vote.

Does Roberts Rules allow the Board to then divide the question into three new motions and continue the meeting.

 

[Josh Martin]

On 11/14/2023 at 12:03 PM, Frank H said:

A housing coop Board calls a Special Meeting to discuss/vote upon the following:

"Motion that the shareholders approve a $10,000 per unit Special Assessment to be used for (1) Building an accessibility ramp, (2) Installing an automated gate on the parking lot, and (3) Building of our capital reserves."

No member moves that the question be divided.

After debate and questions the motion fails to get the required 2/3 affirmative vote.

Does Roberts Rules allow the Board to then divide the question into three new motions and continue the meeting.

I don't believe Divide the Question is applicable to this motion at all, even if it had been made while the motion was still pending. The motion proposes a single special assessment to be used for three purposes. The motion cannot be logically divided in a manner which would leave each motion as a coherent, independent proposal. The proper tool would have been the motion to Amend.

"When a motion relating to a single subject contains several parts, each of which is capable of standing as a complete proposition if the others are removed, the parts can be separated to be considered and voted on as if they were distinct questions—by adoption of the motion for Division of a Question (or “to divide the question”)." RONR (12th ed.) 27:1, emphasis added

To the extent the question is whether a member could propose one or more new main motions which include some (but not all) of the items included in the original motion, this is a bit of a judgment call, and will depend on how substantially the new motion differs from the original. Presumably, the amount of the special assessment would be different in the new motion.

"If a motion is made and disposed of without being adopted, and is later allowed to come before the assembly after being made again by any member in essentially the same connection, the motion is said to be renewed. Renewal of motions is limited by the basic principle that an assembly cannot be asked to decide the same, or substantially the same, question twice during one session—except through a motion to reconsider a vote (37) or a motion to rescind an action (35), or in connection with amending something already adopted (see also 6:25). A previously considered motion may become a substantially different question through a significant change in the wording or because of a difference in the time or circumstances in which it is proposed, and such a motion may thus be in order when it could not otherwise be renewed." RONR (12th ed.) 38:1

Edited November 14, 2023 at 06:58 PM by Josh Martin

[Gary Novosielski]

On 11/14/2023 at 1:03 PM, Frank H said:

A housing coop Board calls a Special Meeting to discuss/vote upon the following:

"Motion that the shareholders approve a $10,000 per unit Special Assessment to be used for (1) Building an accessibility ramp, (2) Installing an automated gate on the parking lot, and (3) Building of our capital reserves."

No member moves that the question be divided.

After debate and questions the motion fails to get the required 2/3 affirmative vote.

Does Roberts Rules allow the Board to then divide the question into three new motions and continue the meeting.

 

Agreeing with @Josh Martin, there's no way to logically divide it without some substantial changes.  Simply dividing into three motions would leave one of the three projects funded by the 10,000 assessment, and the other two unfunded.   Division of the Question does not atomically prorate any numeric values included in the original motion. 

You can, in the future, propose it as three motions each with their own assessment. 

But check your bylaws and regulations.  If RONR is your parliamentary authority, assessments over and above dues are prohibited unless authorized in the bylaws.  But since I know these assessments are not uncommon in HOAs, I would not be surprised to find such a provision exists.

[Frank H]

Thanks - probably edited my question down to much. 

The base question is: At a Special Meeting if a proposed 'aggregate' motion is defeated can the Board than simply say - OK that didn't work so now lets vote on the individual items (with assigned assessments) separately.  The members have already rejected the items as a group.  Can they now be asked to vote again on each separately?

[Josh Martin]

On 11/14/2023 at 2:47 PM, Frank H said:

The base question is: At a Special Meeting if a proposed 'aggregate' motion is defeated can the Board than simply say - OK that didn't work so now lets vote on the individual items (with assigned assessments) separately.  The members have already rejected the items as a group.  Can they now be asked to vote again on each separately?

Yes.

Let's suppose, for the sake of argument, that the original motion instead looked like this:

"I move that the shareholders approve:

• A $3,000 per unit Special Assessment to be used for building an accessibility ramp,
• A $3,000 per unit Special Assessment to be used for installing an automated gate on the parking lot, and
• A $3,000 per unit Special Assessment to be used for building of our capital reserves."

If this motion is defeated, it would then be in order to propose each of these assessments separately and, indeed, that seems like the logical course of action.

"If a series of resolutions voted on together is lost, however, one or more of them can be offered again at the same session, but enough resolutions must be left out to present a genuinely different question from the viewpoint of probable voting result; otherwise this procedure becomes dilatory." RONR (12th ed.) 38:5

In my view, a motion to approve a special assessment for an accessibility ramp (for example) is sufficiently different from a motion to approve special assessments for a ramp, a gate, and building the capital reserves to constitute a substantially different question. Some members may well support one or two of these assessments, but not all three.

Even if, for some reason, this was not in order (perhaps there is disagreement on whether it constitutes a substantially different question), I would note that there also other tools available to the assembly:

• A motion to Reconsider could be made by a member who voted on the prevailing side (that is, against the resolution). If adopted by majority vote, this would bring the combined resolution back before the assembly, at which time it could be divided.
• The assembly could Suspend the Rules to make the resolution pending again, which could be made by any member (but requires a 2/3 vote), at which time, the motion could be divided.

While ordinarily the 2/3 vote might be a barrier, we're told that these resolutions require a 2/3 vote anyway, so it doesn't seem like as much of an issue.

Edited November 15, 2023 at 01:30 PM by Josh Martin

[Frank H]

Thanks again.