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  • Karen Bennett

    April 10, 2022 at 10:07 am

    PhilR, on behalf of Pat Knoll PRP

    1. 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:

    1. 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)

    Please spread the word!

    Reply To: Motions at AGMs

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