Voting again on a building project

[Guest Sally]

Our church voted on a motion for a building expansion project over a decade ago. We built part of it but the rest of it has since stalled. The motion, which passed by simple majority, was to implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs.

Recently, there have been members asking to do a vote on whether we should continue or not. 

The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too. 

What is the proper way to go about voting again according to Robert’s Rules? 

[Rob Elsman]

Assuming that such a project is not so far along that it is irretrievably "set in stone" (pardon the pun), the motion, Rescind or Amend Something Previously Adopted can be adopted to change the text of the previously adopted motion.  The motion will require a majority vote for adoption if previous notice of the motion has been properly given; otherwise, it will require either a two-thirds vote or a vote of the majority of the entire membership.  See RONR (12th ed.) §35 for all the details about this motion.

[Guest Sally]

The members have motioned to approve the current design of the project. It is not intended to amend or rescind the previous resolution of implementing the building expansion project. 
 

Failing approval, the original resolution would remain intact but the current design of the project would be terminated and we would need to back out of our agreement with our contractors and decide next steps on building expansion project. 
 

Is this motion allowed? Or does the motion still need to changed to fall under amending something previously adopted?

[Josh Martin]

On 4/21/2024 at 8:03 AM, Guest Sally said:

The members have motioned to approve the current design of the project. It is not intended to amend or rescind the previous resolution of implementing the building expansion project. 
 

Failing approval, the original resolution would remain intact but the current design of the project would be terminated and we would need to back out of our agreement with our contractors and decide next steps on building expansion project. 
 

Is this motion allowed? Or does the motion still need to changed to fall under amending something previously adopted?

I'm not sure I fully understand all of the facts, but this is what I understand to be going on here (please correct me if I am mistaken):

• At some point in the past, the assembly adopted a motion "for a building expansion project" which was to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs."
• While a proposed design was presented to the assembly, the motion itself did not specify any particular design. The assembly also did not approve a particular design at any later time.
• A motion is now proposed "to approve the current design of the project." This motion is not in conflict with the original motion - and, in fact, is consistent with carrying out the original motion.
• If the motion is not approved, however, this may necessitate a need to "back out of our agreement with our contractors and decide next steps on building expansion project."

So based on these additional facts, and assuming I understand the situation correctly, I think this is an ordinary main motion, and is not a motion to Amend Something Previously Adopted. As such, a majority vote is sufficient.

But I am a little confused, because you originally said "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too," but now you're saying "It is not intended to amend or rescind the previous resolution of implementing the building expansion project." These two statements seem to be in conflict to me.

Much like Mr. Elsman, I initially assumed this to be a motion to Amend Something Previously Adopted, because the statement "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too" led me to believe it was proposed to modify the original motion in some manner.

To the extent that this motion to approve the current design does in some manner modify the terms of the original motion to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs", then this would require a motion to Amend Something Previously Adopted.

Additionally, if the assembly ultimately determines a need to modify the terms of the original motion, or to back out of the implementation of this project altogether (which I understand may be considered if this motion fails), that would certainly be a motion to Rescind or Amend Something Previously Adopted.

The motion to Rescind or Amend Something Previously Adopted requires for its adoption a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

Out of an abundance of caution, and since this seems to be a subject of substantial interest anyway, I would be inclined to suggest that previous notice be given of this motion in any event, since it seems there may be some doubt as to whether it should be considered a motion to Amend Something Previously Adopted. If such notice is given, then only a majority will be required for adoption in any event. Previous notice may be given by including the notice in the call of the meeting, or by giving notice orally at the previous regular meeting.

Edited April 21, 2024 at 02:39 PM by Josh Martin

[Rob Elsman]

I am with Mr. Martin in wondering whether I understand the facts.  If nothing has changed since the first motion, then I would guess no additional motion is needed at all.  On the other hand, if something has changed since the first motion, then the motion I previously mentioned is the one you want.  I am instinctively guessing the latter is the case, but this is going to require some study of the book to see what is actually the proper route.

Edited April 21, 2024 at 02:44 PM by Rob Elsman

[Atul Kapur]

I will agree with Mr. Martin and Mr. Elsman, and go further. If, as you say, the defeat of the proposed motion would mean that

On 4/21/2024 at 9:03 AM, Guest Sally said:

the current design of the project would be terminated and we would need to back out of our agreement with our contractors and decide next steps on building expansion project

then I do not see how the proposed motion can be anything other than a motion to Amend Something Previously Adopted. You obviously are not following the path laid out in the original motion if you cannot keep working without this new proposed motion, which would have the effect of aligning the original motion with the direction you're actually going in.

The other responders may be able to be as definitive if you share the original and proposed motions (removing any details that would identify your group, of course).

[Guest Sally]

Here is the original motion (left the numbers blank)

"Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

Here's the current motion

“Do you approve the current church building expansion project?”
 

[Guest Sally]

Sorry that is the proposed ballot question as part of the motion. 
 

these are also relevant parts. 

If this motion is passed, the project shall proceed.
If this motion is not be passed, the project shall be terminated permanently. The existing building fund shall be used for related mitigation of, but not limited to, contracts or construction. 
 

[Gary Novosielski]

The "current motion" is not proper.  The current project was already approved.  If you do nothing, it remains approved.  Voting on whether to approve it now accomplishes nothing.  Either it remains as is, or you have a sort of general recorded disapproval and no direction to proceed in from here.

Discuss or debate what you actually want to do now.  Then use the motion to Amend Something Previously Adopted so that it says what you want it to say about the project.  Or move to Rescind what's left of the project and start over from here on out, or don't start over.  If there are contracts involved, RONR won't get you out of them, so be careful what you move.  It's valid from a parliamentary point of view to violate a contract, but legally, not so much.

[Atul Kapur]

If I understand correctly, the proposed motion would change elements of the project from what was originally adopted (e.g. changing the amounts of money). This is clearly a motion to Amend Something Previously Adopted (ASPA). If this motion is adopted, then you follow the new plan. However, if this motion is defeated, then the original motion is unchanged and is still in effect; you would then need a motion to Rescind the original motion (and, as part of the motion to rescind you should also specify what to do with the money already raised).

To say it in other words, your options with the motion to ASPA are to vote Yes to amend the original motion or vote No to leave it alone - you cannot, in one motion, set it up so that a Yes vote would amend it and a No vote would rescind it.

Edited April 22, 2024 at 04:13 PM by Atul Kapur

[Josh Martin]

On 4/21/2024 at 5:00 PM, Guest Sally said:

Here is the original motion (left the numbers blank)

"Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

Here's the current motion

“Do you approve the current church building expansion project?”
 

Well, thank you for these additional facts.

Based on this, I would first suggest that the motion be reworded slightly, because the motion as written seems to be asking the church to approve something it has already approved (the Church Building Expansion Project), which is neither necessary nor in order. Also, a motion should be written as a statement, not as a question. Based on my understanding of the motion's intent, I would suggest the wording "To approve the current design for the church building expansion project, as proposed by XXX." (On the other hand, if the motion doesn't actually do anything but maintain the status quo if approved, then the motion is out of order.)

"Motions to “reaffirm” a position previously taken by adopting a motion or resolution are not in order. Such a motion serves no useful purpose because the original motion is still in effect; also, possible attempts to amend a motion to reaffirm would come into conflict with the rules for the motion to Amend Something Previously Adopted (35); and if such a motion to reaffirm failed, it would create an ambiguous situation." RONR (12th ed.) 10:10

To the extent that this motion does not modify the cost or funds needed for the project, as approved in the original motion, this could be adopted as an ordinary main motion by a majority vote, since my understanding is the original motion did not approve any particular design. If this does modify the cost or funds needed for the project, the motion should specify as much, and it would require a motion to Amend Something Previously Adopted.

Finally, I would note that even to the extent this motion is rejected, the assembly is still obligated proceed with the Church Building Expansion Project, and I suppose would need to decide on some alternative design. If the assembly no longer wishes to proceed with the project, the original motion would need to be rescinded or amended.

On 4/21/2024 at 5:21 PM, Guest Sally said:

If this motion is not be passed, the project shall be terminated permanently. The existing building fund shall be used for related mitigation of, but not limited to, contracts or construction. 

This is false. If the motion fails, the original motion stands. If it is desired to terminate the project, then a motion to Rescind or Amend Something Previously Adopted is required.

[Guest Sally]

Thank you! This is very helpful. 

So my understanding and questions are ...

• The motion needs to be reworded into a statement instead of a question.
• If the motion is reworded to "To approve the current design for the church building expansion project, as proposed by XXX" and if it is passed, it actually doesn't change anything. The contractor has been hired. The design plans have been submitted. We're waiting on permits. Is the motion therefore out of order? Even though the original motion did not approve any particular design and this motion is approve a design, it doesn't change anything and thus your statement "Motions to “reaffirm” a position previously taken by adopting a motion or resolution are not in order." applies here?
• The cost and funding method has changed since approved in the original motion. Does there need to be a separate motion to amend it? 
• I'm thinking the simplest way might be a motion to terminate the project which is a motion to rescind or amend?

 

 

[Atul Kapur]

On 4/22/2024 at 11:14 PM, Guest Sally said:

The contractor has been hired. The design plans have been submitted. We're waiting on permits. .... Even though the original motion did not approve any particular design

So who did approve the design, and did that person/body have the authority to do so? If they exceeded their authority, then the organization may wish to consider a motion to Ratify that decision. If that motion is adopted, you proceed. If the motion to Ratify is defeated and the design was not properly authorized, then this project may have to be stopped then and there (and there would be ramifications for the individuals who improperly approved the design).

If, on the other hand, the design was properly approved, then the motion to reaffirm the decision is out or order. There could still be a motion to change things, but not a motion to reaffirm.

On 4/22/2024 at 11:14 PM, Guest Sally said:

The cost and funding method has changed since approved in the original motion. Does there need to be a separate motion to amend it? 

Are those terms (cost and funding g method) in the original motion and are those terms are no longer being followed? If so, then Yes, you do need to Amend Something Previously Adopted or go back to following the motion that was originally adopted.

 

Before you go further down any path, I suggest you stop and figure out how you got here:

• Who approved the design / signed the contract with that design? Were they authorized to do that or did they exceed their authority?
• How did costs exceed what was approved? Who approved that change? Were they authorized to do that or did they exceed their authority?
• How did the funding method that was approved get changed? Who approved that change? Were they authorized to do that or did they exceed their authority?

These are likely not questions that we can help you answer, but the answers should help you figure our the correct course of action.

[Josh Martin]

On 4/22/2024 at 10:14 PM, Guest Sally said:

If the motion is reworded to "To approve the current design for the church building expansion project, as proposed by XXX" and if it is passed, it actually doesn't change anything. The contractor has been hired. The design plans have been submitted. We're waiting on permits. Is the motion therefore out of order?

Yes. In this event, the motion is out of order. There's no need for a motion to "keep doing what we're already doing."

On 4/22/2024 at 10:14 PM, Guest Sally said:

The cost and funding method has changed since approved in the original motion. Does there need to be a separate motion to amend it? 

Yes.

On 4/22/2024 at 10:14 PM, Guest Sally said:

I'm thinking the simplest way might be a motion to terminate the project which is a motion to rescind or amend?

Yes, that would be a motion to Rescind.

[Atul Kapur]

On 4/24/2024 at 2:58 AM, Josh Martin said:

There's no need for a motion to "keep doing what we're already doing

Except that it is not clear that what they are already doing is what they approved doing with the original motion.

[Guest Sally]

So it sounds like the members are going for a motion to ratify not a motion to amend. The original motion did not vote on the design, but it did specify the finances and fundraising.

Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

And the finances and fundraising has changed since then. Donations exceeded the specified amount in the original motion (though not enough to fund the whole thing). And church bonds were never issued and the building team pivoted away from church bonds and are looking at other solutions, like member loans. 

There is a claim that is driving this that the "current" building project should be considered a "fresh project", separate and different from the building project voted on in the original motion many years ago. It's unclear on what grounds it should be considered a "new" project - but maybe something to do with the design and the fundraising/finances and the change in needs that are being addressed since the original motion. 

Is the motion to ratify correct? 

[Atul Kapur]

Depends. What are they proposing to ratify?

• The original motion you quoted "Implement[ed] the ‘Church Building Expansion Project’" so that is done.
• The building team apparently approved a design - I suppose that could be ratified if it was beyond their authority.
• The funding appears to have changed: dropping bonds and switching to member loans for the outstanding amount. That would be the subject of a motion to ASPA.

Without seeing the details that were provided to the meeting where the original ‘Church Building Expansion Project’ was approved, its difficult to say whether this has deviated so far as to be a new and different project, but I doubt it and that is the assumption behind a motion to ratify the whole thing.

My concerns about just doing a motion to ratify the entire project are that it doesnt clarify the funding situation and it assumes that the project is, indeed, new and different. And what would you do if the motion to ratify fails?

On 5/2/2024 at 6:00 AM, Guest Sally said:

There is a claim that is driving this that the "current" building project should be considered a "fresh project",

You may be better off by dealing with this claim head-on, rather than trying to find a procedural way that assumes this claim is true - because that path creates problems if the claim is not true.

[Josh Martin]

On 5/1/2024 at 11:00 PM, Guest Sally said:

So it sounds like the members are going for a motion to ratify not a motion to amend. The original motion did not vote on the design, but it did specify the finances and fundraising.

Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

And the finances and fundraising has changed since then. Donations exceeded the specified amount in the original motion (though not enough to fund the whole thing). And church bonds were never issued and the building team pivoted away from church bonds and are looking at other solutions, like member loans. 

...

Is the motion to ratify correct? 

The motion to "ratify" would be used if the organization's board, officers, or staff have already taken actions exceeding what was authorized in the original motion. The motion to "ratify" is backward looking, not forward looking.

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include:
• action improperly taken at a regular or properly called meeting at which no quorum was present (40:6–10);
• action taken at a special meeting with regard to business not mentioned in the call of that meeting (9:15–16);
• action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized;
• action taken by a local unit that requires approval of the state or national organization; or
• action taken by a state or national society subject to approval by its constituent units." RONR (12th ed.) 10:54

If no action has yet been taken exceeding what was authorized in the original motion, but the organization wishes to do so, then the motion to Amend Something Previously Adopted should be used.

I would also note that it's not necessarily "either/or." Depending on the specific facts and circumstances, it may well be appropriate to adopt a motion to Ratify with respect to actions already carried out exceeding what was authorized in the original motion, and to amend the motion in order to properly authorize further actions.

On 5/1/2024 at 11:00 PM, Guest Sally said:

There is a claim that is driving this that the "current" building project should be considered a "fresh project", separate and different from the building project voted on in the original motion many years ago. It's unclear on what grounds it should be considered a "new" project - but maybe something to do with the design and the fundraising/finances and the change in needs that are being addressed since the original motion. 

Well, I don't know (or care) whether this should be described as a "fresh project" or not, but it seems you have said yourself that the details of the current project are no longer the same as what was authorized in the original motion. Those changes must be authorized by the assembly.

[Gary Novosielski]

On 5/2/2024 at 12:00 AM, Guest Sally said:

So it sounds like the members are going for a motion to ratify not a motion to amend. The original motion did not vote on the design, but it did specify the finances and fundraising.

Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

And the finances and fundraising has changed since then. Donations exceeded the specified amount in the original motion (though not enough to fund the whole thing). And church bonds were never issued and the building team pivoted away from church bonds and are looking at other solutions, like member loans. 

There is a claim that is driving this that the "current" building project should be considered a "fresh project", separate and different from the building project voted on in the original motion many years ago. It's unclear on what grounds it should be considered a "new" project - but maybe something to do with the design and the fundraising/finances and the change in needs that are being addressed since the original motion. 

Is the motion to ratify correct? 

No.  There's nothing that is in need of ratification from what you've described. 

The current project can't be "considered" a fresh project without some action being taken.  It appears that your only two rational choices are to Rescind the uncompleted portion of the old project, or Amend* it to make it say what you want it to say now.  The simplest cleanest way is to Amend* the old project to strike anything not yet done. Leave the fundraising in place, since that's already complete. Then you'll be free to move a "new" project to spend those funds in the matter that seems best now.

________________________________________________
* using the motion to Amend Something Previously Adopted.