Missed proposal

[Guest Ann]

A constitutional change was passed at a Board of Directors meeting. It was supposed to be presented at the General Membership Meeting for the final approval along with several other proposals. It was mistakenly attached to the end of another proposal. The proposal that it was attached to failed. The original proposal was not presented on its own. No one in the meeting (including the BOD members) realized the error prior to the meeting adjourning. Our constitution states that all constitutional changes must be voted on at the Annual General Membership Meeting. There are no provisions in our constitution or rules to handle a situation like this. The President says that the item can be presented at the next GMM as old business. Another officer says that we should do a mailout ballot for the vote. What is the proper course of action?

[Rob Elsman]

A constitutional change was passed at a Board of Directors meeting. It was supposed to be presented at the General Membership Meeting for the final approval along with several other proposals. It was mistakenly attached to the end of another proposal. The proposal that it was attached to failed. The original proposal was not presented on its own. No one in the meeting (including the BOD members) realized the error prior to the meeting adjourning. Our constitution states that all constitutional changes must be voted on at the Annual General Membership Meeting. There are no provisions in our constitution or rules to handle a situation like this. The President says that the item can be presented at the next GMM as old business. Another officer says that we should do a mailout ballot for the vote. What is the proper course of action?

It failed, so the proper procedure is to begin anew, as if the motion had never been considered before, observanda observandis. See RONR (10th ed.), §38, pp. 325ff.

[hmtcastle]

Our constitution states that all constitutional changes must be voted on at the Annual General Membership Meeting.

Then that's the rule you must follow.

There are no provisions in our constitution or rules to handle a situation like this.

Apparently there are. See above.

[Trina]

A constitutional change was passed at a Board of Directors meeting. It was supposed to be presented at the General Membership Meeting for the final approval along with several other proposals. It was mistakenly attached to the end of another proposal. The proposal that it was attached to failed. The original proposal was not presented on its own. No one in the meeting (including the BOD members) realized the error prior to the meeting adjourning. Our constitution states that all constitutional changes must be voted on at the Annual General Membership Meeting. There are no provisions in our constitution or rules to handle a situation like this. The President says that the item can be presented at the next GMM as old business. Another officer says that we should do a mailout ballot for the vote. What is the proper course of action?

Neither option is proper. Assuming your bylaws do not allow absentee voting, the mailout ballot option is certain to cause a continuing breach (meaning that a point of order challenging the vote could be made at any time, even long into the future).

Is the proposal controversial? Is it really critical to deal with it this year rather than next year? The parliamentarily proper course is to simply follow the amendment process described in your bylaws.

[Guest Ann]

Both proposals are controversial. A roll call vote had to be used. The first proposal was 2 pages long and reduced the Executive Committee's power and redistributed it to the Board as a whole. The second proposal changed the 3 appointed positions on the Executive Committee to elected positions (elected by the individual committees that they would serve).

The proposal that was presented was the first one. It was 2 full pages long. The second proposal was 1/3 of a page but was attached as if it was part of the first proposal. The information in the second proposal was not discussed during the discussion potion. The proposal was presented to the members by the original author of the first proposal. He gave a brief synopsis of the changes that it made. The membership in the room had a copy of the proposal (including the second proposal). I have the meeting recorded so I know exactly how it was presented. This morning, the group that wanted the proposal to pass, is saying that the proposal was made as the second proposal so both would need to be re-voted on at a GMM meeting that would need to be scheduled now.

Is the vote for the first proposal even valid since it had this additional information attached at the end? If not, does that mean that both proposals would need to be presented again at the next GMM?

Our rules do not give any direction in the event of a mistake being made. They simply say that the BOD approved constitutional changes have to be approved at the annual GMM. No where in our consitution or rulebook does it say we can have a second GMM to re-vote.

[Josh Martin]

Is the vote for the first proposal even valid since it had this additional information attached at the end?

It would not cause a continuing breach. It's too late to fix the mistakes that were made.

If not, does that mean that both proposals would need to be presented again at the next GMM?

Since you say that your Constitution requires that amendments to the Bylaws may be considered only at the annual general meeting, you will need to wait until the next annual general meeting to consider these proposals. Any required notice will need to be provided again.

No where in our consitution or rulebook does it say we can have a second GMM to re-vote.

Then you can't have one.

[Guest Ann]

Is the interpretation that "annual general membership meeting" means one general membership meeting per year? There is no definition in the rulebook that confirms or conflicts with this interpretation.

[Kim Goldsworthy]

Is the interpretation that "annual general membership meeting" means one general membership meeting per year?

Yes.

A dictionary would suggest that "annual" means "once per year."

If you were to have "two per year" then what you have isn't "annual" but is rather "semi-annual".

If you were to have "four per year" then what you have is "quarterly".

If you were to have "one every other year", then what you have is "biennial".

Oh! And I think the rest of your phrase, "general membership meeting," refers to "a meeting of the general membership."

[Guest Ann]

Thank you so much for you help. Hopefully, this is the last question. Here is a copy of a portion of our rulebook that deals with the meetings:

Article X

There will be an Annual General Membership Meeting to be held

at the banquet.

There will be a minimum of two Board of Directors meetings

each year. Additional meetings may be called by the Executive

Committee or 50 percent of the Board of Directors.

Robert’s Rules of Order shall govern all meetings. The quorum

required for all committees and Board of Directors meetings shall

be 50% of the members except for the Executive Committee

which will be two-thirds of the members. The General Membership

meeting quorum requirement shall be one hundredth of all

active FTR members. Teleconferencing may be used for

official meetings, provided all other meeting requirements

are met, except for General Membership, board of Directors

and Competition Committee meetings. For the purposes of

determining a quorum for the Executive Committee, unfilled

Executive Committee positions due to resignations or death shall

not count as members.

Article XIII

This Constitution may be amended:

1. A proposed amendment shall be submitted in writing to the

Board of Directors for consideration. The amendment must be

specific in that it denotes the place/places in the Constitution

where it belongs and what it replaces.

2. The proposed amendment will be published in the following

FTR Magazine for exposure to the General Membership.

3. The amendment must be voted upon and approved by the

Board of Directors at the first meeting following said publication

and presented to the General Membership at the Annual General

Membership meeting.

4. A Two thirds vote of all active members in good standing

present at the Annual General Membership meeting will be

required to pass the amendment.

There are no provisions anywhere else in the rulebook to allow for a second GMM to re-vote on the 2 proposals that were affected by this error. Am I missing something? Is there any provisions in RONR allow for something? The maker of one of the proposals and several BOD members are asking that the EC schedule a GMM at our first event of the season (in September) to re-vote on the proposals. I don't see how that can be done based on our rules and RONR.

Also, our organization has loosely followed the rules with regard to the voting members in the GMM. In the past, it was assumed that those that could vote in the room would do so and those not eligible would not. We typically used 2/3 thirds of the number of members that actually voted for the majority.

Because of the controversial nature of the proposals, a membership list was printed and all voting members were verified and counted. The quorum requirements were met and the 2/3 majority was determined prior to the first vote (39) based on the number of members present. After the first motion failed (the motion listed in this topic), a good number of members left the room. We continued to use the 39 mark for the passing of all other proposals. Of the six additional proposals, 5 passed and 1 failed (none were controversial). At one point, someone pointed out that the number of voting members had changed. The President said we coud not recount prior to every vote and that the majority would remain the same. The members that left were considered to have abstained. As I have been reviewing RONR this past couple days, I see that we did this incorrectly. My personal opinion is that we learn from the mistake and ensure that future meetings are handled properly. However, those that want the new meeting are saying we need to re-vote on everything because we did not recount when it was pointed out. If that is the case then every meeting and every proposal for the past 10 years would need to be re-done.

Sorry for all the questions, I just want to make sure the right thing gets done.

[hmtcastle]

There are no provisions anywhere else in the rulebook to allow for a second GMM to re-vote on the 2 proposals that were affected by this error. Am I missing something? Is there any provisions in RONR allow for something? The maker of one of the proposals and several BOD members are asking that the EC schedule a GMM at our first event of the season (in September) to re-vote on the proposals. I don't see how that can be done based on our rules and RONR.

Neither do I.

The quorum requirements were met and the 2/3 majority was determined prior to the first vote (39) based on the number of members present.

As you may have realized, a two-thirds vote is based on the number of members present and voting, not the number of members present. Therefore it's impossible to determine the number of votes required before the vote is taken. But note that it could be argued that the language in your bylaws, "a two-thirds vote of all active members", is ambiguous,.

However, those that want the new meeting are saying we need to re-vote on everything because we did not recount when it was pointed out. If that is the case then every meeting and every proposal for the past 10 years would need to be re-done..

Most, if not all, of the irregularities do not constitute what is known as a "continuing breach" so it's too late to raise a point of order. What's done is done. Just do it right from here on out.

[Guest Ann]

Thank you!