William Kennedy Posted June 18, 2013 at 11:14 AM Report Share Posted June 18, 2013 at 11:14 AM 1. Board amended bylaw2. Membership ratified amendment3. Membership now wishes to rescind ratification and, if successful, amend bylaw by substitution (giving prior notice) Is this in order? Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 18, 2013 at 11:27 AM Report Share Posted June 18, 2013 at 11:27 AM No. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 18, 2013 at 12:06 PM Author Report Share Posted June 18, 2013 at 12:06 PM No.Why? Because the proper motion would be to Amend Something Previously Adopted? Or does RONR p. 308 l. 20 apply? Link to comment Share on other sites More sharing options...
jstackpo Posted June 18, 2013 at 12:17 PM Report Share Posted June 18, 2013 at 12:17 PM P. 308, line 20 ff., exactly. What has been "done" is the bylaws have been amended in your steps 1) & 2). Bylaw amendments are "impossible to undo" in the sense that it requires (instead of an "undo") another amendment to the bylaws, which in turn most likely requires notice, &c. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 18, 2013 at 12:30 PM Author Report Share Posted June 18, 2013 at 12:30 PM P. 308, line 20 ff., exactly. What has been "done" is the bylaws have been amended in your steps 1) & 2). Bylaw amendments are "impossible to undo" in the sense that it requires (instead of an "undo") another amendment to the bylaws, which in turn most likely requires notice, &c.Makes sense. So, the exception is categorical even though we were thinking only of moving forward and not trying to "undo" anything. The "unexecuted part of an order" example (RONR p. 308 ll. 21-23) gave me some hope! Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 18, 2013 at 01:03 PM Report Share Posted June 18, 2013 at 01:03 PM Why? Because the proper motion would be to Amend Something Previously Adopted?No, the rules for amending bylaws apply. The change is fully executed upon adoption. Once amended, the bylaws can only be changed by amending them again. Past changes can't be undone. Although they can effectively be put back exactly as they were before, the process is to introduce a new amendment. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 18, 2013 at 01:48 PM Author Report Share Posted June 18, 2013 at 01:48 PM No, the rules for amending bylaws apply. The change is fully executed upon adoption. Once amended, the bylaws can only be changed by amending them again. Past changes can't be undone. Although they can effectively be put back exactly as they were before, the process is to introduce a new amendment.Understood. However, at present, our membership has the authority to amend the bylaws only when a motion of ratification is being considered. We want to be able to propose and make amendments, subject to the rules, at any other time, Is ratification our only opportunity of accomplishing this? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 18, 2013 at 02:04 PM Report Share Posted June 18, 2013 at 02:04 PM Understood. However, at present, our membership has the authority to amend the bylaws only when a motion of ratification is being considered. We want to be able to propose and make amendments, subject to the rules, at any other time, Is ratification our only opportunity of accomplishing this? As I recall, your bylaws provide that the membership only has the authority to ratify amendments to the bylaws proposed by the board. So yes, it looks like the only way to change that would be to elect board members who are willing to propose an amendment which allows the membership to propose and adopt its own amendments, and then have the membership ratify that amendment. There usually also seem to be some procedural rules in applicable law at work for your organization, however, and those supersede your bylaws. So be sure to keep that in mind. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 18, 2013 at 02:17 PM Author Report Share Posted June 18, 2013 at 02:17 PM As I recall, your bylaws provide that the membership only has the authority to ratify amendments to the bylaws proposed by the board. So yes, it looks like the only way to change that would be to elect board members who are willing to propose an amendment which allows the membership to propose and adopt its own amendments, and then have the membership ratify that amendment. There usually also seem to be some procedural rules in applicable law at work for your organization, however, and those supersede your bylaws. So be sure to keep that in mind.Yes, you're correct about our bylaw provisions. However, the law in our case appears to trump the bylaws and would allow us to amend the bylaws during ratification. We are seeking legal advice. So, apart from your suggestion to elect sympathetic board members, if the statute prevails, would you agree that there is only one window of opportunity here - i.e. during ratification? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 18, 2013 at 02:18 PM Report Share Posted June 18, 2013 at 02:18 PM Yes, you're correct about our bylaw provisions. However, the law in our case appears to trump the bylaws and would allow us to amend the bylaws during ratification. We are seeking legal advice. So, apart from your suggestion to elect sympathetic board members, if the statute prevails, would you agree that there is only one window of opportunity here - i.e. during ratification? Interpreting the provisions of applicable law is still a question for a lawyer, not this forum. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 18, 2013 at 02:52 PM Author Report Share Posted June 18, 2013 at 02:52 PM Interpreting the provisions of applicable law is still a question for a lawyer, not this forum.Just for future reference: hypothetical legal issues are out of bounds? Link to comment Share on other sites More sharing options...
George Mervosh Posted June 18, 2013 at 02:59 PM Report Share Posted June 18, 2013 at 02:59 PM Just for future reference: hypothetical legal issues are out of bounds? Completely out of bounds. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 18, 2013 at 05:45 PM Report Share Posted June 18, 2013 at 05:45 PM Completely out of bounds....hypothetically. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 20, 2013 at 06:04 PM Report Share Posted June 20, 2013 at 06:04 PM Just for future reference: hypothetical legal issues are out of bounds?Toss 'em out; we'll bat 'em back. Wastes your time, and ours. Really want to?(Oh, and please someone tell me what the thread title means, unless it's just a quotation from a song by Aerosmith.) Link to comment Share on other sites More sharing options...
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