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Changing a motion without all involved present


Guest Chris

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Recently I received a violation and I indicated that I wanted to attend the next board meeting to discuss the violation. After going over my case there was a motion made that the association would pay to repair the door frame (external wear and tear) and that all violations against my unit would be dropped. The motion was passed and I left the meeting (I am not a board member). About 15 days later I received a letter stating that there was further discussion after I left and that I would be held responsible to repair the door frame. If I am reading correctly it looks like votes can not be rescinded in the case of a contract (which a verbal contract was in place when they said they would perform the repairs) if the other party had already been informed (I was informed and then they came to some other conclusion when I was not present). I am correct that there was a verbal contract and that rescinding the votes is against Roberts Rules?

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Recently I received a violation and I indicated that I wanted to attend the next board meeting to discuss the violation. After going over my case there was a motion made that the association would pay to repair the door frame (external wear and tear) and that all violations against my unit would be dropped. The motion was passed and I left the meeting (I am not a board member). About 15 days later I received a letter stating that there was further discussion after I left and that I would be held responsible to repair the door frame. If I am reading correctly it looks like votes can not be rescinded in the case of a contract (which a verbal contract was in place when they said they would perform the repairs) if the other party had already been informed (I was informed and then they came to some other conclusion when I was not present). I am correct that there was a verbal contract and that rescinding the votes is against Roberts Rules?

I know of no rule in RONR that prohibits an executive board, acting within the scope of its powers, from rescinding the kind of main motion about which you speak, notwithstanding whatever consequences there may be to the society for doing so.

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I know of no rule in RONR that prohibits an executive board, acting within the scope of its powers, from rescinding the kind of main motion about which you speak, notwithstanding whatever consequences there may be to the society for doing so.

Does this not apply?

37. Rescind, Repeal, or Annul. Any vote taken by an assembly, except those mentioned further on, may be rescinded by a majority vote, provided notice of the motion has been given at the previous meeting or in the call for this meeting; or it may be rescinded without notice by a two-thirds vote, or by a vote of a majority of the entire membership. The notice may be given when another question is pending, but cannot interrupt a member while speaking. To rescind is identical with the motion to amend something previously adopted, by striking out the entire by-law, rule, resolution, section, or paragraph, and is subject to all the limitations as to notice and vote that may be placed by the rules on similar amendments. It is a main motion without any privilege, and therefore can be introduced only when there is nothing else before the assembly. It cannot be made if the question can be reached by calling up the motion to reconsider which has been previously made. It may be made by any member; it is debatable, and yields to all privileged and incidental motions; and all of the subsidiary motions may be applied to it. The motion to rescind can be applied to votes on all main motions, including questions of privilege and orders of the day that have been acted upon, and to votes on an appeal, with the following exceptions: votes cannot be rescinded after something has been done as a result of that vote that the assembly cannot undo; or where it is in the nature of a contract and the other party is informed of the fact; or, where a resignation has been acted upon, or one has been elected to, or expelled from, membership or office, and was present or has been officially notified. In the case of expulsion, the only way to reverse the action afterwards is to restore the person to membership or office, which requires the same preliminary steps and vote as is required for an election.

Where it is desired not only to rescind the action, but to express very strong disapproval, legislative bodies have, on rare occasions, voted to rescind the objectionable resolution and expunge it from the record, which is done by crossing out the words, or drawing a line around them, and writing across them the words, "Expunged by order of the assembly," etc., giving the date of the order. This statement should be signed by the secretary. The words expunged must not be so blotted as not to be readable, as otherwise it would be impossible to determine whether more was expunged than ordered. Any vote less than a majority of the total membership of an organization is certainly incompetent to expunge from the records a correct statement of what was done and recorded and the record of which was officially approved, even though a quorum is present and the vote to expunge is unanimous.

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Does this not apply?

37. Rescind, Repeal, or Annul. Any vote taken by an assembly, except those mentioned further on, may be rescinded by a majority vote, provided notice of the motion has been given at the previous meeting or in the call for this meeting; or it may be rescinded without notice by a two-thirds vote, or by a vote of a majority of the entire membership. The notice may be given when another question is pending, but cannot interrupt a member while speaking. To rescind is identical with the motion to amend something previously adopted, by striking out the entire by-law, rule, resolution, section, or paragraph, and is subject to all the limitations as to notice and vote that may be placed by the rules on similar amendments. It is a main motion without any privilege, and therefore can be introduced only when there is nothing else before the assembly. It cannot be made if the question can be reached by calling up the motion to reconsider which has been previously made. It may be made by any member; it is debatable, and yields to all privileged and incidental motions; and all of the subsidiary motions may be applied to it. The motion to rescind can be applied to votes on all main motions, including questions of privilege and orders of the day that have been acted upon, and to votes on an appeal, with the following exceptions: votes cannot be rescinded after something has been done as a result of that vote that the assembly cannot undo; or where it is in the nature of a contract and the other party is informed of the fact; or, where a resignation has been acted upon, or one has been elected to, or expelled from, membership or office, and was present or has been officially notified. In the case of expulsion, the only way to reverse the action afterwards is to restore the person to membership or office, which requires the same preliminary steps and vote as is required for an election.

Where it is desired not only to rescind the action, but to express very strong disapproval, legislative bodies have, on rare occasions, voted to rescind the objectionable resolution and expunge it from the record, which is done by crossing out the words, or drawing a line around them, and writing across them the words, "Expunged by order of the assembly," etc., giving the date of the order. This statement should be signed by the secretary. The words expunged must not be so blotted as not to be readable, as otherwise it would be impossible to determine whether more was expunged than ordered. Any vote less than a majority of the total membership of an organization is certainly incompetent to expunge from the records a correct statement of what was done and recorded and the record of which was officially approved, even though a quorum is present and the vote to expunge is unanimous.

You are reading from an old edition. This has been clarified in the 10th edition. See RONR (10th ed.), p. xxi, "References to...", especially, "For similar reasons...".

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p 307 line 25 excludes "an affirmative vote in the nature of a contract when the party to the contract has been notified of the outcome" which seems very similar to the older language posted.

However, does a contract exist simply because the board said they would pay to have the door frame repaired. In order for a contract to exist, there must be consideration on both sides. IOW, each side agrees to do something. You paint my fence and I pay you 100$. Seems that the crux of the matter is are you providing any consideration in order for there to be a contract? I'm not sure. Although I have the hots for Marilyn Milian and watch people's Court, I ain't no lawyer. But I think one could make the argument that the board made a promise and then changed their mind. But it wasn't a contract because you were not giving anything.

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But I think one could make the argument that the board made a promise and then changed their mind. But it wasn't a contract because you were not giving anything.

I think one could also make the argument that the deal was done when the board voted not to charge the homeowner and informed him of that fact. While it might not pass muster as a legal contract, it sure seems like something that's in the nature of a contract. On the basis of that vote, the homeowner might have gone out and spent the money he had set aside for repairing the door. Now the board says, "too bad, we changed our minds"? Doesn't sound kosher to me.

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I agree it's not kosher. It STINKS!! But Marilyn has drilled it into my head that in order for there to be a contract, both sides must be giving up something. Seems to me we're only halfway there.

Seems to me we are venturing dangerously close to giving a legal opinion, which most of us are not competant to do and which even those who may be ought not do on this forum. I certainly agree that the board's action does not pass the "smell test," but I would be hard pressed to say that it was invalid from a strictly parliamentary procedure standpoint. Whether there might be a remedy in a judicial forum is something that would need to be explored with a properly licensed lawyer.

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I am correct that there was a verbal contract and that rescinding the votes is against Roberts Rules?

I have no idea whether what happened constitutes a "verbal contract." That's a question for a lawyer. Even if it did constitute a contract, there is no parliamentary reason the motion cannot be rescinded, but doing so may have legal ramifications for the society. So you really need to consult a lawyer about this situation.

p 307 line 25 excludes "an affirmative vote in the nature of a contract when the party to the contract has been notified of the outcome" which seems very similar to the older language posted.

The citation you are referring to applies only to the motion to Reconsider, not the motion to Rescind.

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The citation you are referring to applies only to the motion to Reconsider, not the motion to Rescind.

And Josh, how at all can we assume that Reconsideration wasn't what was done?

(Sorry, kids, I been sick.)

Let me try to fix this (hah) (luvva mike, got to figure out this techie stuff). OP Guest Chris wasn't there, so he wasn't notified. And per Mr Elsman's (Post #4) citation, the action could have been amended or rescinded.

(And there's more, but it's almost 6, so I gotta run.)

[Edited beyond my usual. As usual.]

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And Josh, how at all can we assume that Reconsideration wasn't what was done?

The original poster did say "rescinded," and while I've commonly seen posters say Reconsider when they mean Rescind, I haven't seen it happen the other way around yet. If for some reason the motion to Reconsider was made, a Point of Order would have been appropriate at the time, but since the same objective could have been accomplished by a motion to Rescind, there is no continuing breach. Of course, if contracts are involved this is more of a legal issue than a parliamentary one.

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The original poster did say "rescinded," and while I've commonly seen posters say Reconsider when they mean Rescind, I haven't seen it happen the other way around yet. If for some reason the motion to Reconsider was made, a Point of Order would have been appropriate at the time, but since the same objective could have been accomplished by a motion to Rescind, there is no continuing breach. Of course, if contracts are involved this is more of a legal issue than a parliamentary one.

Yes, but a motion to Rescind might well have required (or received) a 2/3 vote, which is enough to suspend the rules.

A motion to Reconsider, if that's actually what was done, would not necessarily have met that threshold, and would have been out of order anyway, or at least arguably so, as the OP had already been informed of the decision.

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Yes, but a motion to Rescind might well have required (or received) a 2/3 vote, which is enough to suspend the rules.

A motion to Reconsider, if that's actually what was done, would not necessarily have met that threshold, and would have been out of order anyway, or at least arguably so, as the OP had already been informed of the decision.

I do not dispute that a motion to Reconsider was out of order, but it would not cause a continuing breach.

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