Is this Voting Process Illegal?

[Guest Sondra B.]

Certain members are my family act as existing officers of a family corporation that operates in the act of selling family property and handling other matters. We recently were presented with an opportunity to sell some property and in a meeting a week ago, the majority voted not to sell, as in a previous meeting stated months before, members agreed to hold off on selling for the foreseeable future. However, one of the officers have been making calls to other board members to get people to change their minds about our vote. We have just been notified that a meeting has been scheduled to bring up this matter again. After we voted about this over a week ago, can this motion to vote again be reintroduced? Is coercion to change a motion after it has been voted on legal? If so, what steps should be taken to handle this matter?

[Rob Elsman]

The motion, "...to hold off on selling [...] for the foreseeable future" was not properly framed.  The motion should have been framed as a motion to sell, which the board would likely have rejected.  Had things been done properly in the first place, a motion to sell could have been renewed at any later session.

Now that a mess has been made, it will be up to the board to figure its way out of the mire.

[Dan Honemann]

On 4/16/2024 at 10:32 AM, Guest Sondra B. said:

Certain members are my family act as existing officers of a family corporation that operates in the act of selling family property and handling other matters. We recently were presented with an opportunity to sell some property and in a meeting a week ago, the majority voted not to sell, as in a previous meeting stated months before, members agreed to hold off on selling for the foreseeable future. However, one of the officers have been making calls to other board members to get people to change their minds about our vote. We have just been notified that a meeting has been scheduled to bring up this matter again. After we voted about this over a week ago, can this motion to vote again be reintroduced? Is coercion to change a motion after it has been voted on legal? If so, what steps should be taken to handle this matter?

I think it would be helpful if you would quote, verbatim, exactly what motion or motions have been adopted.

In any event, nothing in Robert's Rules prohibits members from attempting, between meetings, to persuade other members as to how they should vote.  

[Guest Sondra B.]

On 4/16/2024 at 1:21 PM, Dan Honemann said:

I think it would be helpful if you would quote, verbatim, exactly what motion or motions have been adopted.

In any event, nothing in Robert's Rules prohibits members from attempting, between meetings, to persuade other members as to how they should vote.  

Thank you very much for the information. 
I am now aware that it is not illegal to use the power of persuasion to get someone to change a vote. However, there have been instances where this person has manipulated the chairman of the corporation (who is 90 years old with very little experience in legal matters) and have gotten them to sign paperwork and contracts without a thorough understanding of what they are signing. We have not been notified of these instances until after it happens, and even then, we are denied any requests for copies of said contracts. Any attempts to address this (from several in the corporation) have been ignored. 

We voted, in the majority, to not sell a 30 acre tract of land, and not to entertain any other offers to sale that would be presented for this year and for the foreseeable future 

We also voted, in the majority, to “look into other avenues of investing the property through leasing and land maintenance. 

[Dan Honemann]

On 4/16/2024 at 3:11 PM, Guest Sondra B. said:

We voted, in the majority, to not sell a 30 acre tract of land, and not to entertain any other offers to sale that would be presented for this year and for the foreseeable future 

We also voted, in the majority, to “look into other avenues of investing the property through leasing and land maintenance. 

Well, assuming these decisions to which you refer were validly adopted (and I have no reason to believe that they were not), any future motion to do something that conflicts with what has now been decided will have to be cast in the form of a motion to Rescind or a motion to Amend Something Previously Adopted.  For a detailed description of these motions and the vote required for their adoption see 35:1-12 in your copy of RONR, 12th edition. 

[Joshua Katz]

On 4/16/2024 at 12:11 PM, Guest Sondra B. said:

I am now aware that it is not illegal to use the power of persuasion to get someone to change a vote. However, there have been instances where this person has manipulated the chairman of the corporation (who is 90 years old with very little experience in legal matters) and have gotten them to sign paperwork and contracts without a thorough understanding of what they are signing.

You are using "illegal" in two senses, and one is incorrect. The incorrect one is, roughly, in accordance with RONR. The correct one deals with matters of contract, duress, etc., and that one will require a lawyer's guidance.

[Josh Martin]

On 4/16/2024 at 9:32 AM, Guest Sondra B. said:

After we voted about this over a week ago, can this motion to vote again be reintroduced?

Yes, by means of a motion to Amend Something Previously Adopted.

On 4/16/2024 at 9:32 AM, Guest Sondra B. said:

Is coercion to change a motion after it has been voted on legal?

It’s not clear to me what “coercion” is alleged to be occurring here, but in any event, this is a question for an attorney. To the extent the question is asking whether any rule in RONR has been violated, this does not appear to be the case.

On 4/16/2024 at 2:11 PM, Guest Sondra B. said:

However, there have been instances where this person has manipulated the chairman of the corporation (who is 90 years old with very little experience in legal matters) and have gotten them to sign paperwork and contracts without a thorough understanding of what they are signing. We have not been notified of these instances until after it happens, and even then, we are denied any requests for copies of said contracts. Any attempts to address this (from several in the corporation) have been ignored. 

Well, it may be desirable to seek to remove the person at issue from office, or seek legal advice concerning this matter, but in any event, the fact remains that the board can change its mind on these decisions if it wishes to do so.