reconsider versus rescind versus renewal

[Guest frustrated]

In our last board meeting minutes, it was stated that a the chairman will contact destination {A} to hold our monthly board meeting and to negotiate a price of $30 or less per usage. However, since the chairman did not reply in due time, another board member contacted {A} and negotiated a price of $20 per usage and emailed all board members on this matter. Then the chairman emailed the board saying that he has found destination {B} for our board meeting and it is free (this is a result of the recently ex-chairman's doing). However, this option was never brought up in our last board meeting. He then asks all board members to vote via email on this issue. The vote was 5 to 4 in favor of using destination {A}. The chairman then emailed the board saying that he'll vote to hold board meeting at destination {B}, therefore now the vote is tied and he, as a chairman can break the tie by voting again to hold meetings at {B}!! Obviously, he was met with a lot of resistance from 3 members of the board and RONR was brought into light. However, this chairman has sent out the agenda for our next meeting for Aug 5 and says that since this matter is undecided, he is adding it to the agenda for Aug.5 to discuss whether meetings should be held at {A} or {B} and the meeting of Aug.5 will be held at {C}!! After his agenda was emailed to the board members, a few more points were brought up by other members of the board & was emailed to the secretary. Therefore the secretary added these items from the various board members and emailed a revised agenda to all board members. One of the additions to the agenda was the addition of "the chairman has to explain why he did not follow the directives of the board's decision to hold meetings at {A}". The chairman then emailed the board another revised agenda, taking out the item as mentioned above saying that there will not be enought time to discuss all the items on the secretary's revised agenda.

According to me, there are several things that the chairman has done wrong, but I am no expert, so here is what I think:

1. The issue of where to hold meeting is already resolved when a board member contacted location A and negotiated $20 per usage.

2. The motion to vote for this "free" location {B} is illegal, since nothing is written in our by-laws for electronic meeting/voting

3. Even, if we overlook #2, the "email voting" already settled the matter that meeting should be held at location {A}

4. The chairman putting this item into our agenda for next board meeting is "Railroading" his idea onto the board. Or is it legal because he

can "rescind" the motion as suggested in our last meeting minutes, because he has given the board "previous notice"? And all he need is a

majority vote and NOT 2/3 ?

I was reading "Robert's Rules in Plain English" by Doris P. Zimmerman, she says that rescind is not in order when any action has already been taken as a result of the vote (in this case, a board member has already negotiated with location {A}. Am I correct? Also she states in her book (p.90) that it requires a 2/3 vote unless notice has been given at PREVIOUS meeting. But in RONR IN BRIEF he added another option ( on page 62 that "by having the secretary include notice of that intent in the CALL of the meeting at which the motion is to be made" then just majority vote is all that is needed. Maybe I am misunderstanding this last "CALL" issue, this seems to let anyone rescind any action that has been decided and written in the minutes. It will also contradict "reconsider". It will also promote "railroading" of ideas!!

Please help. Our meeting is coming up soon, and there are 3 of us out of 10 members in the board that will stand up to democracy, the other 2 supporters are silent and one might even be "sitting on the fence". The 3 of us are feeling pretty darn frustrated and we feel like this chairman is ramming issues down our throat. What can we do?? Please Help!!

[Rob Elsman]

Well, I'm not sure exactly what you're asking, but I suspect most of your concerns are dealt with in RONRIB, Chapter 7.

[Kim Goldsworthy]

In our last board meeting minutes, it was stated that a the chairman will contact destination {A} to hold our monthly board meeting and to negotiate a price of $30 or less per usage.

"Stated"?

What does that mean?

Do you actually adopt a motion?

That is "strike one" - lack of clarity on authority being granted, or not.

However, since the chairman did not reply in due time, another board member contacted {A} and negotiated a price of $20 per usage and emailed all board members on this matter.

"Strike two." - No other board member was given authority. And your originally authorized person dropped the ball, and failed to fulfill his responsibility.

Then the chairman emailed the board saying that he has found destination {B} for our board meeting and it is free ... However, this option was never brought up in our last board meeting.

"Strike three." - The party authorized to delegate the job has not yet met to re-delegate the job, nor acknowledge the new arrangement.

He then asks all board members to vote via email on this issue.

"Strike four." - Voting by email is not allowed under Robert's Rules of Order. No quorum, you know.

The vote was 5 to 4 in favor of using destination {A}. The chairman then emailed the board saying that he'll vote to hold board meeting at destination {B}, therefore now the vote is tied and he, as a chairman can break the tie by voting again to hold meetings at {B}!!

"Strike five!" - No one gets to vote twice.

"Ye gods!"

You've got errors in procedure in every sentence.

Shall I go on and answer your other questions?

What would be the point, since nothing so far is even close to proper procedure?

I don't think there will be in answer in RONR since RONR assumes that you are using the rules of RONR.

And you're not even close.

[Guest Nancy N.]

I don't endorse Kim's tone, as I think it's disrespectful to Guest Frustrated. But I think his points are pretty much spot on. And I'll bet Rob is right, though I don't have a copy of RONR-IB handy to see what he means.

I'll point out ... almost at random ... (Ill use letters for my thoughts, so I can follow Frustrated's enumeration, which I encourage other posters to do, which lamentably Kim did not, though I sympathize, since it's so late in California. I'll hope readers will not confuse my lettered thoughts with Frustrated's Locations. Cripes, how much can one girl do??>)

A. The minutes are not reality. They should of course reflect what actually happened, but if they don't, then they should be changed. So was the chairman officially told to contact Destination A?

B. You can chat all you want by e-mail, just like talking on the phone or in person or by writing letters. But as far as decisions at meetings are concerned, e-mail doesn't count unless the bylaws authorize it. Either you make decisions by e-mail, or you don't. Robert's Rules says you can't -- unless your bylaws say you can. If you can't, then everything decided by e-mail gets thrown away. INcidentally, throw away any usage of "email" without the hyphen.

C. Who decided on having the meeting on August 5 -- and how was that decided -- at at which meeting, and which meeting was this decided about??

Following Guest Frustrated's enumerations (which I wish Kim had followed, since that failure makes follow-up difficult):

1. No, I don't think so, unless the board member had been authorized to make the negotiation. Without that authorization, the board member was just plain acting on his own, however well-intentioned. But your group needs to recognized that apes running around doing whatever well-intentioned things they think is good can mess everything up.

2, 3. Uh, huh. Unless everyone shows up, in which case, eww.

4. The membership gets to decide. No issue of "Railroading," unless there's a REAL issue of previous notice.

D. Doris Zimmerman is not canon, but is well-regarded. But what Doris says about when Rescind is on order, according to Frustrated, is not really what RONR says. Frustrated needs to look at RONR itself, around P. 293.

-- D (a). Yeah. Robert's Rules says that previous notice can be given at the previous meeting, or in the call of the upcoming meeting. If Doris says different, she's in conflict with what RONR says.

-- E. Following up on "A," above. Watch out for overreacting to the idea of "any action that has been decided and written in the minutes." Remember, decided is one thing, written in the minutes is another -- and the map is not the territory.

[Josh Martin]

He then asks all board members to vote via email on this issue.

E-mail voting is null and void unless authorized in your Bylaws (as you correctly note). (RONR, 10th ed., pg. 2, footnote)

The chairman then emailed the board saying that he'll vote to hold board meeting at destination {B}, therefore now the vote is tied and he, as a chairman can break the tie by voting again to hold meetings at {B}!!

The chair cannot vote twice, once to make a tie and another time to break the tie. (RONR, 10th ed., pg. 393, lines 15-16) The rule is that in large assemblies, the chair may vote (once) when his vote would affect the result. (RONR, 10th ed., pg. 392, lines 20-25) In small boards and committees (about 12 members or less), the chair is free to vote in all cases, subject to the customs of the board or committee. (RONR, 10th ed., pg. 470, lines 7-11) Since it appears this was handled like a vote on filling a blank, the result of a tie would be that another vote would need to be taken, as none of the options received a majority. (RONR, 10th ed., pg. 156, lines 32-35) On an ordinary motion, the result would be that the motion is defeated. (RONR, 10th ed., pg. 51, lines 8-10)

The vote was null and void anyway, but these are good things to keep in mind for the future.

1. The issue of where to hold meeting is already resolved when a board member contacted location A and negotiated $20 per usage.

Who contacted who has nothing to do with whether the issue was resolved. Did the board adopt a motion at the original meeting to hold a meeting at location A and approve the fee? If so, yes, the matter is currently resolved.

2. The motion to vote for this "free" location {B} is illegal, since nothing is written in our by-laws for electronic meeting/voting

Correct.

3. Even, if we overlook #2, the "email voting" already settled the matter that meeting should be held at location {A}

Unauthorized e-mail voting is not the sort of thing that can be overlooked.

4. The chairman putting this item into our agenda for next board meeting is "Railroading" his idea onto the board. Or is it legal because he

can "rescind" the motion as suggested in our last meeting minutes, because he has given the board "previous notice"? And all he need is a

majority vote and NOT 2/3 ?

With regards to the agenda, see FAQ #14. The chair saying he will put something on the agenda does not constitute "previous notice."

I was reading "Robert's Rules in Plain English" by Doris P. Zimmerman, she says that rescind is not in order when any action has already been taken as a result of the vote (in this case, a board member has already negotiated with location {A}. Am I correct?

You are not correct, because Ms. Zimmerman is not correct. What is said here refers to the motion to reconsider, not the motion to rescind.

Also she states in her book (p.90) that it requires a 2/3 vote unless notice has been given at PREVIOUS meeting. But in RONR IN BRIEF he added another option (on page 62 that "by having the secretary include notice of that intent in the CALL of the meeting at which the motion is to be made" then just majority vote is all that is needed. Maybe I am misunderstanding this last "CALL" issue, this seems to let anyone rescind any action that has been decided and written in the minutes. It will also contradict "reconsider". It will also promote "railroading" of ideas!!

Notice may be given at the previous meeting or by having the secretary include notice in the call of the meeting. (RONR, 10th ed., pg. 116, lines 8-15) If notice is given, a majority vote will adopt the motion. Without notice, the motion requires a 2/3 vote or a vote of a majority of the entire membership. (RONR, 10th ed., pg. 295, lines 24-31) Reconsider is a separate motion and has no bearing on the applicable rules for the motion to rescind. This does not let "anyone rescind any action," since the matter must still be decided by the assembly. I'm not sure how it promotes "'railroading' of ideas." As for the "call" issue, the intent of the rule is that all members are informed of the proposed motion to rescind, so those who have an opinion on the matter may come to the meeting.

Also note that RONR In Brief is written by the RONR authorship team, so if anything Ms. Zimmerman says conflicts with RONR In Brief, go with what is said in RONR In Brief. If you want the full version, see The Right Book. Ms. Zimmerman's copy is one of the many third-party knockoffs.

[hmtcastle]

I was reading "Robert's Rules in Plain English" by Doris P. Zimmerman, she says that rescind is not in order when any action has already been taken as a result of the vote

You are not correct, because Ms. Zimmerman is not correct. What is said here refers to the motion to reconsider, not the motion to rescind.

I would hesitate to rely on a paraphrase. Ms. Zimmerman may simply be saying that a motion can not be rescinded if the action authorized by the motion has been completed.

[Josh Martin]

I would hesitate to rely on a paraphrase. Ms. Zimmerman may simply be saying that a motion can not be rescinded if the action authorized by the motion has been completed.

Well, if it had been "fully executed," yes. A motion applying to all future meetings has never really been fully executed. But yes, that was perhaps a bit too harsh on Ms. Zimmerman.

[Guest frustrated]

I don't endorse Kim's tone, as I think it's disrespectful to Guest Frustrated. But I think his points are pretty much spot on. And I'll bet Rob is right, though I don't have a copy of RONR-IB handy to see what he means.

I'll point out ... almost at random ... (Ill use letters for my thoughts, so I can follow Frustrated's enumeration, which I encourage other posters to do, which lamentably Kim did not, though I sympathize, since it's so late in California. I'll hope readers will not confuse my lettered thoughts with Frustrated's Locations. Cripes, how much can one girl do??>)

A. The minutes are not reality. They should of course reflect what actually happened, but if they don't, then they should be changed. So was the chairman officially told to contact Destination A?

B. You can chat all you want by e-mail, just like talking on the phone or in person or by writing letters. But as far as decisions at meetings are concerned, e-mail doesn't count unless the bylaws authorize it. Either you make decisions by e-mail, or you don't. Robert's Rules says you can't -- unless your bylaws say you can. If you can't, then everything decided by e-mail gets thrown away. INcidentally, throw away any usage of "email" without the hyphen.

C. Who decided on having the meeting on August 5 -- and how was that decided -- at at which meeting, and which meeting was this decided about??

Following Guest Frustrated's enumerations (which I wish Kim had followed, since that failure makes follow-up difficult):

1. No, I don't think so, unless the board member had been authorized to make the negotiation. Without that authorization, the board member was just plain acting on his own, however well-intentioned. But your group needs to recognized that apes running around doing whatever well-intentioned things they think is good can mess everything up.

2, 3. Uh, huh. Unless everyone shows up, in which case, eww.

4. The membership gets to decide. No issue of "Railroading," unless there's a REAL issue of previous notice.

D. Doris Zimmerman is not canon, but is well-regarded. But what Doris says about when Rescind is on order, according to Frustrated, is not really what RONR says. Frustrated needs to look at RONR itself, around P. 293.

-- D (a). Yeah. Robert's Rules says that previous notice can be given at the previous meeting, or in the call of the upcoming meeting. If Doris says different, she's in conflict with what RONR says.

-- E. Following up on "A," above. Watch out for overreacting to the idea of "any action that has been decided and written in the minutes." Remember, decided is one thing, written in the minutes is another -- and the map is not the territory.

[Guest frustrated]

I would like to thank everyone for their input especially Josh's and Nancy's. You have given me some solid guidance and fruit for thought. I will try to purchase a copy of RONR 10th edition today as Josh has suggested. Since I could not find a copy at my local Chapters in Vancouver, BC Canada, they have to bring one in for me and it'll take 7-10 days. I will try to find one in LA since I am now visiting LA for a few days. Does anyone know where I can purchase one near Hollywood?

[Josh Martin]

I would like to thank everyone for their input especially Josh's and Nancy's. You have given me some solid guidance and fruit for thought. I will try to purchase a copy of RONR 10th edition today as Josh has suggested. Since I could not find a copy at my local Chapters in Vancouver, BC Canada, they have to bring one in for me and it'll take 7-10 days. I will try to find one in LA since I am now visiting LA for a few days. Does anyone know where I can purchase one near Hollywood?

You should be able to find one in a local bookstore.

[Kim Goldsworthy]

Does anyone know where I can purchase one near Hollywood?

The usual suspects:

• Barnes and Noble

• Borders - (corner of Sunset Bl. and Vine St.! "Yabba Dabba Do!")

[hmtcastle]

Does anyone know where I can purchase one near Hollywood?

When the Q&A awards (the Robbies?) are given out, this question will certainly deserve an Honorable Mention.

[Guest frustrated]

The usual suspects:

• Barnes and Noble

• Borders - (corner of Sunset Bl. and Vine St.! "Yabba Dabba Do!")

/quote]

Thanks,got a copy at Barnes & Noble at W. Pico Blvd, LA will read it on my way home to YVR