Minutes for special director's meeting, 2004-08-14.

Meeting called by: Dax
Present directors: Dax, JS, Catspaw, Cecil, Maxamillian, Lao-Tzu.
Absent directors:  whiz
Meeting started:   2004-08-14 9:30am MDT

Agenda:
   1. Adoption of annual membership fees.

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Dax moves that the agenda be approved [seconded by Lao-Tzu]:
   1. Adoption of annual membership fees.

   JS moves that the calling of a general member's and director's meeting be
   added to the agenda.  JS withdraws his motion after discussion.

   The agenda is approved.

-

Dax motions that there be an annual fee of $2000 for members of MOO Canada Inc.
[seconded by Lao-Tzu].

   JS requested that Dax explain the purpose of the motion in more detail.
   Dax responds that the MOO is in trouble, and this would give the
   corporation the muscle to fix it.

   JS requested that Dax explain the purpose of the motion in more detail -
   how will this give the corporation the muscle to fix the MOO?  No response
   is given.

   JS moves that the motion be laid on the table.  The motion is not seconded.

   JS moves that the motion be reconsidered and entered in the minutes
   [seconded by Maxamillian].
       This motion is out of order, and therefore null and void.  See
       attachment A.

   Voting results:
       In favour: Cecil, Dax, Catspaw, Lao-Tzu.
       Opposed: Maxamillian, JS

   The motion carried, 4 in favour, 2 opposed, 1 absent.

-

Dax moves that the meeting be closed [seconed by JS].

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Attachment A:

According to the Rules of Order (Robert's Rules of Order, Newly Revised, 10th
Edition), the motion to Reconsider and Enter on the Minutes is out of order:

   a) the motion is being used contrary to its intended purpose, as a majority
      of the entire board of directors voted in favour of the motion.  The
      motion was voted on by a representative group of the directors.

       Reconsider and Enter on the Minutes is a special form of the motion to
       Reconsider that has a different object from the regular motion.  Its
       purpose is to prevent a temporary majority from taking advantage of
       an unrepresentative attendance at a meeting to vote an action that is
       opposed by the majority of a society's or a convention's membership.
           RONR (10th ed.) p. 321-322, l. 35-5

   b) the motion to reconsider was made by a director who voted against the
      motion.

       It can be made only by a member who has voted with the prevailing side.
           RONR (10th ed.) p. 304, l. 30-31

       To be in a position to do this, such a member -- detecting the
       hopelessness of preventing an affirmative result on the vote -- should
       vote in the affirmative himself.
           RONR (10th ed.) p. 324, l. 3-6

       If no member of the temporary minority voted on the prevailing side and
       it is too late for anyone to change his vote (see p. 395), notice can
       be given that a motion to rescind the vote will be made at the next
       meeting.
           RONR (10th ed.) p. 324, l. 10-13

As per RONR (10th ed.) p. 332, l. 15-18, if any out of order motion is adopted,
it is to be considered null and void.