Governance of Motions and Debate
A motion is a proposal that the entire membership take action or a stand on an issue. An Individual Member can:
- Propose a Motion;
- Second Motions;
- Debate motions;
- Vote on motions.
There are four Basic Types of Motions:
- Main Motions: The purpose of a main motion is to introduce items to the membership for their consideration. They cannot be made when any other motion is on the floor, and yield to privileged, subsidiary, and incidental motions;
- Subsidiary Motions: Their purpose is to change or affect how a main motion is handled, and is voted on before a main motion;
- Privileged Motions: Their purpose is to bring up items that are urgent about special or important matters unrelated to pending business;
- Incidental Motions: Their purpose is to provide a means of questioning procedure concerning other motions and must be considered before the other motion.
Presentation of a Motion
- Obtaining the floor:
- Wait until the last speaker has finished;
- Wait until the Chairman recognizes you;
- Rise and address the Chairman by saying, "Mr. Chairman, or Mr. President."
- Make Your Motion:
- Speak in a clear and concise manner;
- Always state a motion affirmatively. Say, "I move that we ..." rather than, "I move that we do not ...";
- Avoid personalities and stay on your subject.
- Wait for Someone to Second Your Motion:
- Another member will second your motion or the Chairman will call for a second:
- If there is no second to your motion it is lost.
- The Chairman States Your Motion:
- The Chairman will say, "it has been moved and seconded that we ..." Thus placing your motion before the membership for consideration and action;
- The membership then either debates your motion, or may move directly to a vote;
- Once your motion is presented to the membership by the chairman it becomes "assembly property", and cannot be changed by you without the consent of the members.
- Expanding on Your Motion:
- The time for you to speak in favor of your motion is at this point in time, rather than at the time you present it;
- The mover is always allowed to speak first;
- All comments and debate must be directed to the chairman;
- Keep to the time limit for speaking that has been established;
- The mover may speak again only after other speakers are finished, unless called upon by the Chairman.
- Putting the Question to the Membership:
- The Chairman asks, "Are you ready to vote on the question?";
- If there is no more discussion, a vote is taken;
- On a motion to move the previous question may be adapted.
This Voting Policy applies to all HSO formally constituted meetings of the Membership and of the Board.
When the Chair calls for a vote, abstentions shall not be called for since an abstention is meaningless. "To 'abstain' means not to vote at all." (Robert's Rules, 11th ed., p 45). Unless there is good reason not to vote, all present should vote on all resolutions.
Notwithstanding that it is the duty of every eligible voter who has an opinion on a question to express it by a vote; the individual can abstain, since voting cannot be compelled. (Robert's Rules, 11th ed., p 407).
The burden is on an abstaining individual to speak up in order to be recorded as an abstention. If the vote is called for and any individual fails or refuses to indicate "yes," "no" or "abstain," the Chair of the meeting shall deem the individual to have voted a " silent yes" and if the silent individual does not object, the vote shall be counted as a "yes" vote.
A block of recorded abstentions cannot defeat a resolution as a recorded abstention is not a vote unless, reductio ad absurdum, all eligible voters record their abstention.
Application to HSO Votes
- For an Ordinary (Majority) Resolution, if 51% of the eligible votes* cast are “yes” including “silent yes” votes, the motion is carried.
- For a Special Resolution, if 67% of the eligible votes* cast are “yes” including “silent yes” votes, the motion is carried.
- For an Extraordinary Resolution (including to approve the conduct of a Review Engagement), if 80% of the eligible votes cast* are “yes” including “silent yes” votes, the motion is carried.
- For a Unanimous Vote ( required of the Board to discipline a Member) , a recorded abstention shall defeat the motion
* This includes the Chairman’s privilege to cast a second vote in the event of a tied vote.
Required Abstentions for Directors
- Whenever a Director believes he/she has a conflict of interest, that Director shall abstain from voting on the issue and make sure the abstention is noted in the minutes. (Robert's Rules, 11th ed., p 407).
- A Director shall abstain when he/she believes that there is insufficient information to make a decision and make sure the abstention is noted in the minutes.
- A Director shall abstain when a motion directly affects his/her position, nomination or personal benefit and make sure the abstention is noted in the minutes.
- Unless the above clauses 1, 2, or 3 are invoked, a Director shall cast votes on all issues put before the Board. Failure to do so could be deemed a breach of fiduciary duties.