AdministratorApril 10, 2022 at 10:06 am
The answer to the question is Yes – with qualifications.
If an owner, or a group of owners, wants a specific motion discussed in the AGM, firstly, provision should be made in the bylaws or rules of order saying that a motion requires a mover and a seconder (and perhaps a group of supporters) to be put on the agenda. Secondly, the Secretary or Parliamentarian should discuss the proposed motion with the supporters. The first question is, is it something that the corporation can deal with under the CPA and Regulation? If yes, then the wording needs to be developed into a simple decision, capable of debate and amendment if necessary, before the motion is decided. Then it needs to be put on the agenda and circulated to the owners for discussion, debate and a decision that would be binding on the board or the corporation.
The other side of the ‘yes’ is that the AGM is the only place in many corporations where the owners get to have a say in the running of the corporation. If discussion is stifled at the AGM, then democracy and justice are not well served. It is simple to end the formal business of the AGM and then open the floor to discussion and perhaps a spontaneous motion from the floor. Unlike the ‘motion from the floor’ discussed above, the decision would have no effect on the work of the duly elected board, but would give an indication of what those who attended the meeting wanted the board to do. A vote on such a motion would not be binding on the board or the corporation since proper notice had not been give in the notice of the meeting.
The draft Regulation under the CPA has just been published by Service Alberta. Much of the draft deals with governance and this may be dealt with in the revisions to the Regulation, I haven’t studied it yet.
PhilR, on behalf of Pat Knoll PRP
- Do you believe that motions from the floor (should be) allowed at AGMs ?
The question, as posed, appears to ask as to what belief should apply as to member ability to make main motions, from the floor at an AGM. However, what is more to the point (apart from what one may believe to be best, justifiable or rightful) is the question:
- What floor motions can be legitimately made, by a member, as of right at an AGM, that will be binding on the Board – if carried ?
The question put this way provides the necessary context and essential framework, whereas the question as first framed above (1.), is imprecise and fails to get at the critical issue: being – what can a member propose as of right by a floor main motion, at an AGM, that will bind the Board? That is the crux of this inquiry.
Perhaps useful to address at the outset in this respect is the subject of member “right” to offer a proposal (floor motion) that is meant as a suggestion, recommendation, expression of concern, or general comment of discontent. In that respect it is submitted that when a floor motion (main motion) is offered in one of those categories (an expression of view / non- binding) it cannot be legitimately denied by the presiding officer (Chair) even if it touches on turf and territory which is ceded by legislation, or bylaws, to the Board. To offer member expressions of concern, suggestions, or recommendations are arguably a matter of member “right” to offer views (RONR p.27, Ln 20,21, and all other procedural rules sets) and should not be shut out or refused. And the wise Board (Chair), of course, does not do so when the proposals are offered in any of those forms. The wise and prudent presiding officer at an AGM should be willing to listen to the individual member, or majority voice of the assembly. To do so does not (later) bind the Board whatsoever but allows for healthy communication, inclusion, and exchange of views.
The question then, somewhat rendered down, is: When is there a member right at an AGM to advance a binding proposal on the Board (by floor motion, 2. above)?
Without getting into some of the nuances that are generated (even from this more refined inquiry the question demands an initial and searching study as to what is in the bylaws respecting Board authority compared to member authority. In most instances each assembly will be governed by a custom built set of by-laws (unless defaulting to a Standard set). The inquiry will be answered and governed by the prescriptions of applicable legislation and bylaws.
Is there some bylaws allowance beyond the three norms of member authority (reports, auditor appointment, and elections) that members can point to as one of their sole or joint areas of authority? Or, where is there (in the bylaws) such a paucity of coverage , or ambiguity, that member authority can reasonably be said to arise? If so, then an AGM floor motion in one of those regions may legitimately be proposed – save that all other considerations and procedural obligations are properly addressed.
If not, then even a motion that goes to carriage (after initial Chair denial and successful member appeal) worded in an imperative of, “it is directed”, “the Board shall”, or “the Board is instructed to” or otherwise of similar nature, would be null and void.
Pat Knoll PRP (Professional Registered Parliamentarian)
My belief is that “significant”, and (I know that is hard to define) motions should be publicized for all Owners prior to an AGM. I have seen Owners try to make a major change, for example, to parking policy for the building, and not all Owners were made aware of the proposal prior. If they were, it could have impacted attendance, issuance of proxies and the like.
AdministratorApril 10, 2022 at 10:08 am
In a case like you suggest, Terry, the motion would be (or should be) out of order unless publicised in advance. In such a situation, the motion (if passed) would give advice and direction to the new board, but would not – should not, could not – be mandatory policy or a new rule.
PhilR on behalf of Pat Knoll PRP
In response to GibsonT – above.
The subject of obligation re: sufficient notice for binding member motions should always be considered in the context of bylaws, customary practice, and common parliamentary law.
If the bylaws have specific provisions respecting member obligations to provide written notice prior to a meeting, then those provisions, of course, resolve this issue. However, the question of what is applicable if the bylaws require notice for some matters (e.g., bylaws change, etc.) but are silent as to all other matters, is entirely a different matter. By context, and necessary implication, may binding member proposals be offered without notice for those other matters?
And what if the bylaws say nothing whatsoever about any matter of notice for member proposals – proposals that are purportedly advanced as binding?
In both of the latter circumstances a thorough review of the customs of the assembly should be considered. Have such proposals been permitted over the years? Have member motions been permitted absent notice, but nevertheless been accepted as binding – or is the opposite the case? In addition, a thorough review of any (relevant to the enactment) government issued standard set of bylaws might well be be an important consideration – even if the default set has been eclipsed, by an association crafted set.
However, common parliamentary law tends to oblige sufficient written notice prior to a meeting, for a member proposal to be binding on the Board and the association. And, all the more so if the proposal applies to the assets, resources, finances or any vital interests of the association. Member proposals (absent notice) in the way of suggestions, recommendations, perspectives, or concerns, are not relevant to this specific inquiry. But attempting to “slip in” a binding motion of “significance”, relevant to the pecuniary interests of (un-notified) absent members – is, in the context of reasonableness and fairness – verboten.
Pat Knoll PRP, Parliamentarian
I know that this an old thread but it seems like the right place to ask this question. During the online zoom webinar on Dec 5, 2020, Dionne indicated that any motions for an AGM should be in the agenda and motions from the floor should not be accepted unless they are procedural. I’ve look at the legislation and the regulations and I’m not sure how she reached that conclusion.
My question is, Was she indicating that this a best practice or a legislated requirement?
AdministratorApril 10, 2022 at 10:10 am
@lshone I believe the answer to your question is found in the discussion above. To summarise it, if an owner wants, or a group of owners want, to bind the corporation or the board to a certain action, notice must be given to all owners by a properly worded motion published in the agenda. A motion that arises out of a discussion in the AGM, perhaps in an ‘Any Other Business’ portion of the AGM should not be binding on the corporation or board. It should be taken as a statement of what those at the meeting would like the board or corporation to do.
It is somewhat like the situation of a Will, where when a person dies, the Will determines what the executor is to do; a Letter of Wishes (if there is one) expresses what the deceased would like the executor to do with their belongings if they can.
I believe Dionne was talking about procedural motions which deal with the conduct of the meeting, such as amendments to previously published motions, points of order or privilege and so forth.