Motion to Reconsider

[Debra Kirkwood]

Our Not -for- Profit Corporation had a vote that required 2/3 of the membership to vote yes in order to pass.  39 voted in favour, and 2/3 requirement was 41 votes.   It was defeated.   After the vote, general discussion broke out and people were not sure if their votes had been counted  (it was a Zoom meeting), lot of confusion and the Board of Directors decided to have another vote.   It passed during this vote.   There was no Motion to reconsider made before the vote and in the minutes of the meeting the Secretary described the reason for the vote was "general consensus".    Our Corporation's By- Laws say that we adhere to Robert's Rules.   I don't believe we did.    I think those that voted "No" to the vote were the Prevailing side and a Motion to Reconsider must have been made by someone that voted no.   The President of Corp. says prevailing side were the  "yeses" as they were  the majority.    Who is correct?    What remedy do I have to get a fair vote?   The Board thinks the vote can stand because they "acted in good faith."

[Dan Honemann]

On 7/30/2024 at 1:10 PM, Debra Kirkwood said:

Our Not -for- Profit Corporation had a vote that required 2/3 of the membership to vote yes in order to pass.  39 voted in favour, and 2/3 requirement was 41 votes.   It was defeated.   After the vote, general discussion broke out and people were not sure if their votes had been counted  (it was a Zoom meeting), lot of confusion and the Board of Directors decided to have another vote.   It passed during this vote.   There was no Motion to reconsider made before the vote and in the minutes of the meeting the Secretary described the reason for the vote was "general consensus".    Our Corporation's By- Laws say that we adhere to Robert's Rules.   I don't believe we did.    I think those that voted "No" to the vote were the Prevailing side and a Motion to Reconsider must have been made by someone that voted no.   The President of Corp. says prevailing side were the  "yeses" as they were  the majority.    Who is correct?    What remedy do I have to get a fair vote?   The Board thinks the vote can stand because they "acted in good faith."

First of all, unless your bylaws or higher governing documents contain some rather unusual provisions authorizing it to do so, your Board had no authority to make any decisions during this meeting of your membership.  However, if none of your members raised any point of order (objection) to this second vote that was taken, I'm afraid that it may be too late to do anything about it now.  Some additional facts might be helpful.

Your President is wrong as to who would have been entitled to make a motion to reconsider the first of the two votes that was taken, but based upon what you have posted, no motion to reconsider was made.  The board just "decided" to hold another vote.

[Weldon Merritt]

 

First of all, I assume for purposes of your question and my response, that your bylaws or applicable state statute authorize virtual meetings. If not, the rest of this response is irrelevant because the entire meeting was invalid. Under RONR, electronic meetings are not allowed unless provided for in an applicable statute.

The president was wrong. The "prevailing side" is the side that "won" the vote, which in the case of a necessary 2/3 vote, may not be the majority. If a majority, but less than 2/3, voted in favor, those who voted against the motion are on the prevailing side, even though they did not constitute a majority. However, at this point, the vote stands. Not because the board may have "acted in good faith," but because either there was no immediate Point of Order (which is unclear from the question), or if there was and the chair ruled the point not well taken, the ruling either was not appealed or it was upheld on appeal.

If you do not like the result of the revote, you nay move to amend or rescinds the motion at the next or any other future meeting, with two caveats. If the motilin resulted in some action that cannot be undone (such as painting the headquarters and it has already been painted), the notion cannot be amended or rescinded. Or if the motion is one that required previous notice, previous notice must again be given.

As an aside, I will note that part of the reason for teh confusion may have been they way the vote was conducted in the first place. If you are going to conduct meetings by Zoom or any other virtual platform, you need to have very clear rules on how a vote is conducted, and how to verify if everyone who wishes to vote has done so (without revealing how they voted if the vote is by secret ballot).

Mr. Honemann posted his response whip I was typing mine, and I totally concur with his response. I overlooked the fact that this was a meeting of teh general membership. 
 

 

[Atul Kapur]

On 7/30/2024 at 1:10 PM, Debra Kirkwood said:

After the vote, general discussion broke out and people were not sure if their votes had been counted  (it was a Zoom meeting), lot of confusion and the Board of Directors decided to have another vote.

Despite the title of this thread, the OP's use of the term, and  @Weldon Merritt's response, it is not clear to me that this was a case of Reconsider.

I also don't believe that the actions were as arbitrary as @Dan Honemannimplies.

Rather, it appears that there were questions raised as to whether some members' votes were improperly not counted and a decision was made to conduct the vote again based on this  unusually stated point of order "regarding the conduct of the vote," specifically that "one or more members [had] been denied the right to vote." It further appears that, as the point was timely made, "the results of the vote itself [were]
made invalid" and it was conducted again.

RONR (12th ed.) 23:7 & 45:9

I agree with Mr. Merritt's point questioning whether the meeting itself was valid and cautioning about conducting votes using Zoom. I also agree with Mr. Honemann that the decisions / rulings made should have been made by the chair rather than the board.

Edited July 31, 2024 at 02:31 AM by Atul Kapur

[Debra Kirkwood]

On 7/30/2024 at 2:44 PM, Dan Honemann said:

First of all, unless your bylaws or higher governing documents contain some rather unusual provisions authorizing it to do so, your Board had no authority to make any decisions during this meeting of your membership.  However, if none of your members raised any point of order (objection) to this second vote that was taken, I'm afraid that it may be too late to do anything about it now.  Some additional facts might be helpful.

Your President is wrong as to who would have been entitled to make a motion to reconsider the first of the two votes that was taken, but based upon what you have posted, no motion to reconsider was made.  The board just "decided" to hold another vote.

Thank you for your response.   Yes, you are correct in that the board just decided to hold another vote.   Someone made the comment "oh, so that is the way it's going to be but no one actually objective.

Why do you think s it too late now?  I am planning on making a motion to rescind the second vote at the next Annual General Meeting.

[Debra Kirkwood]

On 7/30/2024 at 2:48 PM, Weldon Merritt said:

 

First of all, I assume for purposes of your question and my response, that your bylaws or applicable state statute authorize virtual meetings. If not, the rest of this response is irrelevant because the entire meeting was invalid. Under RONR, electronic meetings are not allowed unless provided for in an applicable statute.

The president was wrong. The "prevailing side" is the side that "won" the vote, which in the case of a necessary 2/3 vote, may not be the majority. If a majority, but less than 2/3, voted in favor, those who voted against the motion are on the prevailing side, even though they did not constitute a majority. However, at this point, the vote stands. Not because the board may have "acted in good faith," but because either there was no immediate Point of Order (which is unclear from the question), or if there was and the chair ruled the point not well taken, the ruling either was not appealed or it was upheld on appeal.

If you do not like the result of the revote, you nay move to amend or rescinds the motion at the next or any other future meeting, with two caveats. If the motilin resulted in some action that cannot be undone (such as painting the headquarters and it has already been painted), the notion cannot be amended or rescinded. Or if the motion is one that required previous notice, previous notice must again be given.

As an aside, I will note that part of the reason for teh confusion may have been they way the vote was conducted in the first place. If you are going to conduct meetings by Zoom or any other virtual platform, you need to have very clear rules on how a vote is conducted, and how to verify if everyone who wishes to vote has done so (without revealing how they voted if the vote is by secret ballot).

Mr. Honemann posted his response whip I was typing mine, and I totally concur with his response. I overlooked the fact that this was a meeting of teh general membership. 
 

 

Thank you for your response.   I am making a motion to rescind at the next Annual General Meeting and no action has been completed that cannot be undone.      Thank you for clearing up the "prevailing side".   That was my understanding as well but the President is arguing with me that it is a majority.

[Rob Elsman]

I agree with Mr. Honemann that the time within which a motion, Reconsider, can properly be made has almost certainly expired, and the chair would be correct to rule the motion inadmissible on that account.

[Debra Kirkwood]

On 7/30/2024 at 10:26 PM, Atul Kapur said:

Despite the title of this thread, the OP's use of the term, and  @Weldon Merritt's response, it is not clear to me that this was a case of Reconsider.

I also don't believe that the actions were as arbitrary as @Dan Honemannimplies.

Rather, it appears that there were questions raised as to whether some members' votes were improperly not counted and a decision was made to conduct the vote again based on this  unusually stated point of order "regarding the conduct of the vote," specifically that "one or more members [had] been denied the right to vote." It further appears that, as the point was timely made, "the results of the vote itself [were]
made invalid" and it was conducted again.

RONR (12th ed.) 23:7 & 45:9

I agree with Mr. Merritt's point questioning whether the meeting itself was valid and cautioning about conducting votes using Zoom. I also agree with Mr. Honemann that the decisions / rulings made should have been made by the chair rather than the board.

Thank you for your response.    We do not have a "chair" at our meetings.   It is the President.    No one was denied a right to vote.   They did not like the result of the first vote.    And the President who was Chairing the meeting said that there were too many questions and confusion after the vote.   

[Rob Elsman]

The meeting does, indeed, have a chair at meetings, and the chair refers to himself as "the chair" during the meeting. So, "The chair recognizes..." or "The chair rules...".

[Weldon Merritt]

On 7/30/2024 at 11:16 PM, Debra Kirkwood said:

We do not have a "chair" at our meetings. 

 

On 7/31/2024 at 6:29 AM, Rob Elsman said:

The meeting does, indeed, have a chair at meetings,

Mr. Elsman is correct. "The chair" refers to whoever is conducting the meeting, whether it be the president, the vice president, or someone serving as chair pro tem. 

[Joshua Katz]

I agree with Dr. Kapur. Whatever we may think of the merits of the point of order, it was apparently found well-taken and not appealed. All the reconsideration issues, then, are red herrings. I also fully agree that it sounds like the board is improperly inserting itself into membership meetings.

[Weldon Merritt]

On 7/31/2024 at 7:27 AM, Joshua Katz said:

I agree with Dr. Kapur. Whatever we may think of the merits of the point of order, it was apparently found well-taken and not appealed. All the reconsideration issues, then, are red herrings. I also fully agree that it sounds like the board is improperly inserting itself into membership meetings.

This is a hood good summary of the situation. I had not considered the scenario that Dr. Kapur posited, but ultimately it doesn't matter. Whatever the actual situation was. the chair's ruling apparently was not appealed. So the result stands for now. 

Edited July 31, 2024 at 12:56 PM by Weldon Merritt
Typo corrected.

[Richard Brown]

On 7/31/2024 at 7:33 AM, Weldon Merritt said:

This is a hood summary of the situation. 

What is a “hood” summary?  Does making one require living in a certain neighborhood or perhaps belonging to a certain “group“? 🤔

Edited July 31, 2024 at 12:41 PM by Richard Brown

[Rob Elsman]

I think all of us are so confused about the fact situation that drawing conclusions is likely impossible.

It is hard to believe that reconsider is a red herring when the original poster writes at length about the prevailing side. On the one hand, it appears that no motion to reconsider was made; on the other hand, there was contention over what side was the prevailing side. All this seems self-contradictory to me. I can't make heads nor tails out of it.

[Weldon Merritt]

On 7/31/2024 at 7:38 AM, Richard Brown said:

What is a “hood” summary?

Oops! Did it again!

[Rob Elsman]

Known as a "goodie".

[Weldon Merritt]

On 7/31/2024 at 7:59 AM, Rob Elsman said:

Known as a "goodie".

😄

[Atul Kapur]

On 7/31/2024 at 12:16 AM, Debra Kirkwood said:

No one was denied a right to vote.   They did not like the result of the first vote.

In your original post, you said

On 7/30/2024 at 1:10 PM, Debra Kirkwood said:

After the vote, general discussion broke out and people were not sure if their votes had been counted  (it was a Zoom meeting), lot of confusion [emphasis added]

which I interpreted as a concern that at least some members' votes were not counted, effectively depriving them of their right to vote.

Your organization would do well to remove this potential source of confusion and acrimony by clearly detailing the voting process if it deviates from RONR, such as voting over Zoom.

Edited July 31, 2024 at 01:19 PM by Atul Kapur

[Joshua Katz]

On 7/31/2024 at 5:51 AM, Rob Elsman said:

It is hard to believe that reconsider is a red herring when the original poster writes at length about the prevailing side. On the one hand, it appears that no motion to reconsider was made; on the other hand, there was contention over what side was the prevailing side. All this seems self-contradictory to me. I can't make heads nor tails out of it.

Mr. Elsman, do you not often note that groups sometimes lack knowledge of parliamentary procedure and make a hash of it?

I'll add to my previous comment that, in fact, the use of what we might call "non standard" terminology is not just a technical error. When a point of order is made to sound like a motion to reconsider, people don't know to appeal.

[Rob Elsman]

On 7/31/2024 at 8:19 AM, Joshua Katz said:

Mr. Elsman, do you not often note that groups sometimes lack knowledge of parliamentary procedure and make a hash of it?

In my part of the country, this is the working assumption. 🙂 I have spent over two decades on this forum trying to make a dent, but I suspect I'm spitting in the ocean.

[Gary Novosielski]

It should be noted that if a member promptly doubts the accuracy of a vote at the time that the vote is announced, a counted vote or other method of confirming it would be in order without resorting to a motion to Reconsider.   That sounds very much like what happened here.

And I agree that no point of order at the next meeting would be timely, because no continuing breach has been established, in my view.