Membership vote

[Guest Diane]

Hello all,

I will be attending our general membership meeting in two weeks. I am armed with a great understanding of our bylaws and a very basic understand of Roberts Rules (enough to be dangerous). Our board voted on and implemented two years ago mandatory volunteer hours and forced donations both come attached with a monetary fine that if not adhered to would risk membership the following year. Our bylaws state "They (board) shall have entire authority in the management of affairs and finances of the Club, and shall have general control of all its property. All rights and powers connected therein shall be vested in them".

I believe that the membership has the right to make a motion on the floor to remove these to policies. I believe the term is countermand. I understand it will need a second and a majority vote.

Here are my questions, first, if the board has entire authority, can the membership do this? Second, is it a simple majority or a 2/3 majority. Lastly, will this motion if approved, last or will it be null and void at the next meeting?

Thank you in advance for your assistance. Also, if want we are wanting to do is fine, can someone help me with the wording as I know we'll be challenged b/c our President is still under the notion that motions cannot be made from the floor. He's a little dictator. I've learned so much from this board and each time I learn something new, I could kick myself for not finding you guys and gals sooner!

[Josh Martin]

Here are my questions, first, if the board has entire authority, can the membership do this? Second, is it a simple majority or a 2/3 majority. Lastly, will this motion if approved, last or will it be null and void at the next meeting?

If the board simply has the full authority to act in the name of the society between meetings of the membership, then the membership may countermand any action of the board except in those areas where the Bylaws grant exclusive authority to the board. Such a motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. See Official Interpretation 2006-13.

If the board has full authority over the affairs of the society, period, then the general membership has no power except in cases where the Bylaws specifically grant them authority. In the latter case, the general membership may not countermand an action of the board and if any such motion is adopted a Point of Order may be raised at a later time that it is null and void.

Interpreting your Bylaws is beyond the scope of this forum. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Also, here's some examples of Bylaws language from RONR to illustrate the difference I described.

Full power between meetings of the general membership:

RONR, 10th ed., pg. 568']

The Executive Board shall have general supervision of the affairs of the Society between its business meetings, fix the hour and place of meetings, make recommendations to the Society, and perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Society, and none of its acts shall conflict with action taken by the Society.

Full power:

RONR, 10th ed., pg. 560']

The Executive Board [or "Board of Directors," etc.] shall have full power and authority over the affairs of the Society except . . . [specifying classes of business the society may wish to reserve to its assembly].

Also, if want we are wanting to do is fine, can someone help me with the wording as I know we'll be challenged b/c our President is still under the notion that motions cannot be made from the floor.

If such a motion was in order, an appropriate wording would be something along the lines of "I move to rescind the policy adopted by the board that... (insert policy here)"

If such a motion is not in order, I still find it unlikely that "motions cannot be made from the floor." Even in "board-driven" societies, some powers (elections, discipline, amending the Bylaws) are generally reserved for the general membership, so you should still have some way to fix your problem. It might just be more difficult.

[Rob Elsman]

Hello all,

I will be attending our general membership meeting in two weeks. I am armed with a great understanding of our bylaws and a very basic understand of Roberts Rules (enough to be dangerous). Our board voted on and implemented two years ago mandatory volunteer hours and forced donations both come attached with a monetary fine that if not adhered to would risk membership the following year. Our bylaws state "They (board) shall have entire authority in the management of affairs and finances of the Club, and shall have general control of all its property. All rights and powers connected therein shall be vested in them".

I believe that the membership has the right to make a motion on the floor to remove these to policies. I believe the term is countermand. I understand it will need a second and a majority vote.

Here are my questions, first, if the board has entire authority, can the membership do this? Second, is it a simple majority or a 2/3 majority. Lastly, will this motion if approved, last or will it be null and void at the next meeting?

Thank you in advance for your assistance. Also, if want we are wanting to do is fine, can someone help me with the wording as I know we'll be challenged b/c our President is still under the notion that motions cannot be made from the floor. He's a little dictator. I've learned so much from this board and each time I learn something new, I could kick myself for not finding you guys and gals sooner!

You might want to start by taking a look at RONR, Off. Interp. 2006-13 at the Robert's Rules of Order website, www.robertsrules.com. If that doesn't answer your questions, then come back and try us again.

[Guest Guest]

Thank you both for your great replies! I am going to go ahead with this and see what happens. We have the votes to rescind, it's just the matter of getting the board to realize we have a voice. If they don't acknowledge the floor - the membership will certainly awaken to the amount of power they hold.

Thank you again and please excuse my typo's in the original post. It's late!

[hmtcastle]

If they don't acknowledge the floor - the membership will certainly awaken to the amount of power they hold.

It should be helpful to know that the board, as a board, won't be present at the annual meeting of the association so the board, as a board, won't be able to do anything there.

See this recent discussion for further insights.

[tctheatc]

Hello all,

I will be attending our general membership meeting in two weeks. I am armed with a great understanding of our bylaws and a very basic understand of Roberts Rules (enough to be dangerous). Our board voted on and implemented two years ago mandatory volunteer hours and forced donations both come attached with a monetary fine that if not adhered to would risk membership the following year. Our bylaws state "They (board) shall have entire authority in the management of affairs and finances of the Club, and shall have general control of all its property. All rights and powers connected therein shall be vested in them".

I believe that the membership has the right to make a motion on the floor to remove these to policies. I believe the term is countermand. I understand it will need a second and a majority vote.

maybe just me, but I understood that last part to say Diane is proposing to change the bylaws. (remove those two policies). That's a different animal. What do the bylaws say about amendments. Often prior notice and a 2/3 vote is required.

[hmtcastle]

maybe just me, but I understood that last part to say Diane is proposing to change the bylaws.

I think maybe it's just you. I understood the word "policies" to refer to the mandatory volunteer (?) hours and fine.

Of course amending the bylaws (as opposed to "countermanding" the policies) would be a more comprehensive solution.

[tctheatc]

Of course amending the bylaws (as opposed to "countermanding" the policies) would be a more comprehensive solution.

Maybe I was HOPING that's what she meant. It'd be much more effective and probably helpful in the long run.

[Guest Guest]

I think maybe it's just you. I understood the word "policies" to refer to the mandatory volunteer (?) hours and fine.

Of course amending the bylaws (as opposed to "countermanding" the policies) would be a more comprehensive solution.

Yes, I was referring to the volunteer hours and fines. However amending the bylaws would be fantastic but we won't have a 2/3 majority, only a simple majority.

[hmtcastle]

Yes, I was referring to the volunteer hours and fines. However amending the bylaws would be fantastic but we won't have a 2/3 majority, only a simple majority.

With prior notice (e.g. at the previous meeting or in the call of the meeting), a (simple) majority vote is sufficient to rescind (or otherwise amend) a previously adopted motion. See, again, Official Interpretation 2006-13.

[Gary Novosielski]

With prior notice (e.g. at the previous meeting or in the call of the meeting), a (simple) majority vote is sufficient to rescind (or otherwise amend) a previously adopted motion. See, again, Official Interpretation 2006-13.

For policies yes, but for bylaws, not so much.

[hmtcastle]

For policies yes, but for bylaws, not so much.

Yes and, being unable to amend the bylaws, it's the policy that they want to "countermand".

[Gary Novosielski]

Yes and, being unable to amend the bylaws, it's the policy that they want to "countermand".

And more power to them.

[George Mervosh]

Yes and, being unable to amend the bylaws, it's the policy that they want to "countermand".

And more power to them.

Why bother, much of it seems null and void anyway. " Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws." RONR, p. 555.

[Josh Martin]

Why bother, much of it seems null and void anyway. " Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws." RONR, p. 555.

Good catch. It seems the only part of the policies adopted by the board which is in order is the mandatory volunteer hours. The mandatory donations and the fines associated with both policies are out of order. So the more appropriate course of action would be to raise a Point of Order that the policies are null and void, and appeal from the decision of the chair if necessary.