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Old 03-29-2006, 10:24 AM   #1
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Stop Name Change with Parliamentary Procedure

It's time to discuss what parliamentary procedures can be used to prevent the WBCCI from changing its name to AOAII. Let all delegates opposing the name change rise to a point of order at the Delegates Meeting this coming June 30, 2006.

Our first point of order should concern the constitutionality of the WBCCI contract with Thor Tech, Inc.

The proposed contract with Thor Tech, Inc. specifies that the "WBCCI agrees that all use of the Mark and Trade Dress shall inure to the benefit of Thor." (Covenant #4), and "In the event that Thor deems any use of the Logo to be beyond the scope of WBCCI's traditional use of its WBCCI Logo, and therefore inappropriate or contrary to the interests of Thor… it will so notify WBCCI, and WBCCI will take steps to cease such use, or to make such changes to the use as are reasonably requested by Thor." (Covenant #2), and "WBCCI will not have the power to, and shall not purport to, bind Thor in any manner whatsoever." (Convenant #10), and "WBCCl may request that Thor consider a license to one or more third parties to manufacture goods bearing the Logo, or to offer services using the Logo. The grant of any such license shall be within Thor's discretion." (Covenant #11).

The above provisions essentially requires the Club to delegate away its constitutionally required authority to Thor Tech, Inc. and is therefore in conflict with the WBCCI Constitution, Article V Powers, Section 1, "The powers of the International Club shall be: C. To own, manufacture, utilize, repair, contract, sell, rent or conduct any business for the benefit of the Wally Byam Caravan Club International, Inc." and Article IX Board of Trustees, Section 2 "The Board of Trustees shall have supervision over all real and personal property of the Club."

Although Article V provides that the International Club may enter a "contract" to conduct business it must be business that benefits the WBCCI. Yet, the proposed contract specifically states that since the Club's future Logo and name will bear Thor's Mark and Tradedress all benefits deriving from the use of the Logo and Club name "shall inure to the benefit of Thor."

In addition, and perhaps more importantly, the proposed contract with Thor Tech, Inc. effectively places authority to run the Club with an entity outside of its administrative body, the International Board of Trustees. There is no provision for this in the WBCCI Constitution or Bylaws. This relationship violates Article V Powers, Section 1, C. of the WBCCI Constitution, and the general principle as stated in Robert's Rules of Order Newly Revised [abr. RONR] that a board cannot delegate its authority.

Article I, Parliamentary Authority, Sec. 1 Bylaws, "The rules contained in the current edition of "Roberts Rules of Order Newly Revised" [RONR] shall govern the international club in all cases to which they are applicable and in which they are not inconsistent with the bylaws of the international club."

"As a general principle, a board cannot delegate its authority." – RONR 10th Edition, p. 467, line 31.

Therefore, any contract with Thor Tech, Inc. wherein Thor imposes any control over the Club's Logo and name is improper and unconstitutional. As a result the proposed contract poisons the constitutional amendment to change the name of the WBCCI to Airstream Owners Association International, Inc. likewise making it unconstitutional and subject to a point of order from the floor at the Delegates Meeting.

What RONR has to say regarding Improper Motions:

"Motions that conflict with the corporate charter, constitution or bylaws… are out of order, and if any motion of this kind is adopted, it is null and void." (RONR, p. 332, lines 15 – 17) While a point of order normally must be raised at the time the breach occurs it may also be raised at any subsequent time when "a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization." (RONR, p. 244, lines 4 – 11) "In all such cases, it is never too late to raise a point of order since any action so taken is null and void." (RONR, p. 244, lines 25 – 26)

Respectfully submitted,

WBCCI Denver Unit 24 President and Delegate
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Old 03-29-2006, 10:30 AM   #2
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Point of Order - Original Motions Improper

Let all delegates opposing the name change rise to a point of order at the Delegates Meeting this coming June 30, 2006.

Our second point of order should concern the improper motion made by President Jim Haddaway and accepted by the delegates:
The first "Action Item" was a proposal by then President Jim Haddaway. His motion was simple, "I move that a vote of the delegates be taken to determine if the name 'Airstream' shall be included in the Club's name." [Emphasis in bold type is mine] It was seconded, the delegates voted and the motion carried.

The second "Action Item" was again a proposal by President Haddaway. His motion was, "I move that the International Board of Trustees be directed to select a new name for the Club that includes the word 'Airstream.' This new name will be presented to the Delegates at their 2006 meeting for approval of the required constitutional amendment. If approved, the IBT will determine the most cost effective and efficient method of implementation at the earliest possible date." It was seconded, the delegates voted and the motion carried.

The first motion's object was to determine if the word "Airstream" should be "included" in the Club name. Therefore, it is reasonable to infer simply that the word "Airstream" should be inserted into the Club's existing name. So, the new name would be some variation of Wally Byam Airstream Caravan Club International. It is important to notice that the 1st motion did not propose that any of the words in the Club's name be omitted; only, and solely, that the word "Airstream" be included.

A proper motion "to insert words must specify the exact place of insertion by naming the word before or after which, or the words between which, the insertion is to be made." [Robert's Rules of Order Newly Revised (abr. RONR) (10th ed.), p.133, RULES FOR THE DIFFERENT FORMS OF AMENDMENTS 1(a)]

The second motion was a "conflicting motion" and was out of order [RONR, (10th ed.), p.332, Improper Motions]. Its wording gave the IBT approval to create an entirely new name so long as it contained the word "Airstream."

The only wording that the two motions have in common are the words "Airstream" and "include." Otherwise, there is no consistency between the two. The second motion goes significantly beyond the stated purpose of the first. To quote RONR, "No main motion is in order that would conflict with… the same question as one which has been temporarily but not finally disposed of… and which remains within the control of the assembly." [RONR (10th ed.), p. 107]

Since the question then went to committee for study and recommendations it is apparent that the 2nd Action Item should have properly been worded as a subsidiary motion to Commit. [RONR (10th ed.), p. 110] From a parliamentary standpoint the two motions conflict because the second motion interferes "with the freedom of the assembly in acting on the earlier [1st] motion." [RONR (10th ed.), p. 110]

Since the 2nd Action Item was an "improper motion" it is "null and void." It does not matter that a "point of order" was not made at the time the breach occurred, or that the assembly adopted it. Again, to cite RONR, "In all such cases… [where] a main motion has been adopted that conflicts with a main motion previously adopted and still in force… In all such cases, it is never too late to raise a point of order since any action so taken is null and void." [RONR (10th ed.), p. 244]

Respectfully submitted

WBCCI Denver Unit 24 President and Delegate
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Old 03-29-2006, 10:31 AM   #3
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Another interesting approach is to refuse to adopt the agenda as presented.

Usually at the beginning of a meeting there is a motion to adopt the agenda.

If the Chair neglects this little item a voting member could make this motion from the floor - as it is a point of order. At this point a voting member could make a motion to amend the agenda to remove an item of business.

Get out your Roberts folks. It's a powerful tool. The WBCCI constitution says they use Roberts - newly revised, as their parliamentary authority.....

just a suggestion...
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Old 03-29-2006, 03:20 PM   #4
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Or just vote NO to the name change.
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Old 03-29-2006, 04:15 PM   #5
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OHHHHHH Forrest I'm in love That was simply poetry to my ears. i really must get myself a Newly revised RONR.

do you mind if I copy both your posts and use them as part of articles and information I am sharing with our Unit at their Business meeting this May?

Sharon
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Old 03-29-2006, 06:21 PM   #6
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Three cheers for our Denver Unit President!!! Go get 'em!!
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Old 03-29-2006, 08:25 PM   #7
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Sharon,

Thank you, and please use my post any way you wish. By the way, I have had two of our Unit's parliamentarians review my work and they believe I am correct, even though one is likely to vote yes for the name change.
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Old 03-29-2006, 08:56 PM   #8
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And then there is the filibuster...
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Old 03-29-2006, 09:14 PM   #9
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Thumbs up Outstanding

I for one would like to stand and applaud the well thought out an expressed brought out in the excellent post by Forrest

I have read all the stuff going back and forth on the " name change" and this one post makes everything absolutly clear and to the point.

It also points out that there are people like Forrest in the WBCCI leadership who do have a very good head on their shoulders. As a Past Unit president I am a proud member in the WBCCI and hope to continue to remain one. The WBCCI represents a very proud past and hopfully a futhure.

Thank You Forrest
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Old 03-29-2006, 10:30 PM   #10
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65Gt,

It simply means that the one parliamentarian doesn't believe the improper motions were intentional, or that it was part of a conspiracy, or that it is so egregious to make the motions invalid . That is her opinion and she is entitled to it. She has been in favor of a name change for years, and so she will likely vote yes.

Which raises an important question. What if, despite the motions being improper, and the contract unconstitutional, the membership votes and it passes? Then what? Is that democratic? The majority rules and is that all there is to it? The purpose of parliamentary procedure is to prevent the majority from riding roughshod over the minority. That is why the US Congress follows Robert's Rules of Order, and has a full time professional parliamentarian.
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Old 03-29-2006, 10:43 PM   #11
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But Forrest if I understood you correctly, even if the vote goes through, point of order can still be called at any time in the future? What happens if that is called? And what about rescinding the motion?
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Old 03-29-2006, 11:30 PM   #12
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Theoretically, yes. But the more time goes by the less likely that would happen. The Delegates only meet once a year.

"Motions that have the effect of changing or nullifying previous action of the assembly -- such as the motion to Rescind or to Amend Something Previously Adopted... require previous notice if they are to be adopted by only a majority vote." [RONR p. 116, lines 21-26] A motion from the floor without previous notice would require a two-thirds vote. I'm not sure how much time is left to do that, but time is running out for previous notice.
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Old 03-30-2006, 12:17 AM   #13
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Let all delegates opposing the name change rise to a point of order at the Delegates Meeting this coming June 30, 2006. Each unit supporting no name change must instruct it's delegates to do so. It is pheasable that each unit supporting the name change though they may know the parlimentary breach has occurred in the previous proceedings can and probably will want the motions to stand. What happens then?
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Old 03-30-2006, 11:15 AM   #14
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"Although the duty of ruling on all questions of parliamentary procedure affecting the asembly's proceedings rest with the chair, any two members, by moving and seconding an Appeal immediately after the chair has made such a ruling, can require him to submit the matter to a vote of the assembly." [RONR p. 67, lines 30-35] So, a delegate stands and states "Point of Order!" The chair (presiding officer will likely be President Jim Franklin) responds, "The member will state his (her) point of order." The delegate then states, "I make the point of order that..." and explains why there has been an improper motion. The presiding officer then rules, "The chair rules that the point of order is [or] is not well taken," and then explains why. Any delegate can then Appeal the decision of the presiding officer by stating, "I appeal the decision of the Chair." Then there must be a second on the appeal, and if so the presiding officer then must state, "The decision of the chair is appealed from [the exact question at issue and the reasons for the decision are repeated]. The question is, 'Shall the decision of the chair be sustained?" This is then followed by Debate, and finally a vote by the assembly.

So, to answer your question, the majority could still carry the day in favor of the name change, even if the motions are improper and the contract unconstitutional. After all is said and done it is still a political process, but it is never the less important to raise a Point of Order if only to have it recorded in the minutes for future reference. Conceivably, the minority could take the Club to court over an alleged breach of the constitution. That might be impossible, or undesirable, because of the cost, both to the minority and to the Club.
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