Complete Bylaws rewrite

[Guest Erica]

Our state level nonprofit youth sports organization has a set of bylaws that was required to join the national organization.  They are not stellar, but workable.  It is currently set up with the membership having the most authority, but unfortunately the members do not understand it and the BOD go out of their way to exclude them.  

 

The BOD have taken it upon themselves to allow one BM to completely re-write the entire Constitution and Bylaws from beginning to end.  No input was allowed from any of the members.

 

The current bylaws do not have an amendment procedure in them but, in all honesty, the BOD only follows the Robert's Rules that they want to and there is no parlimentarian (that might be obvious).

 

They want the membership to vote on amending the bylaws as one whole document with no real time for discussion and 1 month before the General Membership meeting.

 

If I understand correctly, because there is no amendment provision then it would be a majority of qualified members to pass.  However, doesn't each provision need to be discussed and voted on individually?  And is the BOD allowed to completely rewrite the bylaws?

 

Thank you for your thoughts,

Erica

[Thomas Ralph]

If the bylaws state the RONR applies but do not state how they are amended, then any amendment would need to be approved by a majority of the entire membership, or by a two-thirds vote if previous notice of the amendment has been given. The board has no authority to amend the bylaws itself unless the bylaws give it such authority. Its members can of course propose amendments at a general membership meeting.

[Josh Martin]

They want the membership to vote on amending the bylaws as one whole document with no real time for discussion and 1 month before the General Membership meeting.

 

What do you mean by "no real time for discussion?"

 

However, doesn't each provision need to be discussed and voted on individually?

 

Not necessarily. There is a tool called a revision, which is used to replace the bylaws in their entirety with a new set of bylaws. This seems to be exactly what the board is proposing. In such a case, the revision is considered seriatim - that is, each article is debated and amended separately, followed by debate and amendment on the revision as a whole, and then a single vote is taken on the entire revision. If members don't care for a particular part of the revision they can move to Amend it. An amendment to the revision will only require a majority vote.

 

And is the BOD allowed to completely rewrite the bylaws?

 

The board cannot amend the bylaws itself, but it can certainly propose a complete revision of the bylaws.

[cowsmoo]

I really appreciate the time both of you took to answer my question.  Hopefully by knowing the correct way to deal with this the members can make sure that their voices are heard, too.

 

Thank you!

[Gary Novosielski]

They want the membership to vote on amending the bylaws as one whole document with no real time for discussion and 1 month before the General Membership meeting.

 

 

Since the membership has to vote on these, and since voting of the membeship happens at a membership meeting, how will you vote 1 month before you vote?

[cowsmoo]

They (meaning the BOD) have set a meeting one month ahead of the Annual Membership meeting.  They wish to vote on the revision at that time.  I am trying to find out if the BOD believe this is a Board Meeting or a General Membership Meeting because that will dictate how the members can deal with this issue.

 

Our state bylaws are pretty vague and do not even have any mentions of quorum, the process to amend the bylaws or even set meeting dates other than the Annual one.

 

But this forum has been a great help with Robert's Rules for me and I'm grateful for the time you spend answering the questions. 

[Josh Martin]

They (meaning the BOD) have set a meeting one month ahead of the Annual Membership meeting.  They wish to vote on the revision at that time.  I am trying to find out if the BOD believe this is a Board Meeting or a General Membership Meeting because that will dictate how the members can deal with this issue.

 

If they want the general membership to vote on the issue, this obviously needs to happen at a meeting of the general membership.

 

Our state bylaws are pretty vague and do not even have any mentions of quorum, the process to amend the bylaws or even set meeting dates other than the Annual one.

 

If your bylaws are silent on all of these issues (which is unfortunate - no wonder the board is proposing a revision), then the following rules apply:

 

• A quorum is a majority of the membership. (Or a majority of the board for a board meeting)
• The bylaws may be amended by a 2/3 vote with previous notice or a vote of a majority of the entire membership without notice.
• Meetings can only be called as provided in your bylaws. If your bylaws only provide for an annual meeting and there is no method to call other meetings, then other meetings cannot be called. (Although at the annual meeting, the assembly may adjourn the meeting to continue it at a later date.)

[cowsmoo]

The bylaws definitely need amended - everyone agrees to that.  Unfortunately they have made changes that take away the membership's ability to direct the organization and do not even address the items I listed above.

 

Through scouring the forums I do understand that if the call it a board meeting then the membership can not vote.  But if they call it a membership meeting we can have more say in the direction the meeting takes and what items we deal with.

[Guest Nancy N.]

...  if the [they] call it a board meeting then the membership can not vote.  But if they call it a membership meeting we can have more say ...

 

Maybe the membership don't leave it up to them.

[Josh Martin]

Through scouring the forums I do understand that if the call it a board meeting then the membership can not vote.  But if they call it a membership meeting we can have more say in the direction the meeting takes and what items we deal with.

 

Well, there's a few issues here. The board members vote at a board meeting and the membership votes at a membership meeting. If it's a membership meeting, they can't just call it a board meeting to change that, and vice versa. It doesn't appear from the facts provided that meetings of the general membership (other than the annual meeting) can be had at all, since you say that the bylaws have no provision for this.

 

Also, unless the bylaws provide otherwise, only the general membership can amend the bylaws (and, as noted, the general membership can only vote at a meeting of the general membership). So it's true that at a board meeting the general members don't have any say in "the direction the meeting takes and what items we deal with," but that doesn't matter, because holding a board meeting won't accomplish the board's goal of amending the bylaws. That can only happen at a meeting of the general membership.

[cowsmoo]

Well, there's a few issues here. The board members vote at a board meeting and the membership votes at a membership meeting. If it's a membership meeting, they can't just call it a board meeting to change that, and vice versa. It doesn't appear from the facts provided that meetings of the general membership (other than the annual meeting) can be had at all, since you say that the bylaws have no provision for this.

 

Also, unless the bylaws provide otherwise, only the general membership can amend the bylaws (and, as noted, the general membership can only vote at a meeting of the general membership). So it's true that at a board meeting the general members don't have any say in "the direction the meeting takes and what items we deal with," but that doesn't matter, because holding a board meeting won't accomplish the board's goal of amending the bylaws. That can only happen at a meeting of the general membership.

 

That is what we had thought also.  Who then leads the General Membership Meeting if that is also not designated in the bylaws?  Would it be the President?  Or could someone else be chosen by the members instead? 

[Guest Nancy N.]

That is what we had thought also.  Who then leads the General Membership Meeting if that is also not designated in the bylaws?  Would it be the President?  Or could someone else be chosen by the members instead? 

 

Generally, the president of an organization is the presiding officer at its meetings.  Parliamentarily, that's his main job.  Should the assembly wish otherwise, it can so choose (see pp. 452 - 453 and 651 - 652, or vice versa, unless I have typoed them again).

[Josh Martin]

That is what we had thought also.  Who then leads the General Membership Meeting if that is also not designated in the bylaws?  Would it be the President?  Or could someone else be chosen by the members instead? 

 

The President would indeed preside, but the assembly may Suspend the Rules by a 2/3 vote to elect someone else as a Chairman Pro Tempore.

[cowsmoo]

Well just when you thought it was safe to get back into the water.  

 

I have been informed that the copy of bylaws I was given 3 years ago are not, in fact, the current bylaws.  The board member who did the revision has a copy (given to him from the National organization) but they won't be available to the general membership until Tuesday at the earliest.

 

But I have learned a lot from you all and feel more confident this time.  Although I am apprehensive about the powers that may be given to the BOD.  I'm hoping that FAQ #20 will still apply.

 

Thank you!

[Guest Nancy N.]

....  Unfortunately they have made changes that take away the membership's ability to direct the organization and do not even address the items I listed above.

 

... if the call it a board meeting then the membership can not vote.  But if they call it a membership meeting we can have more say in the direction the meeting takes and what items we deal with.

 

No, cowsmoo, they have not made any changes. No, they have not.  At all.  Right now, they are offering a proposal -- and, on the (fairly safe) assumption that it is the membership, at a membership meeting, who amends the bylaws, the membership can alter the proposed new bylaws, by simply amending them when they are up for consideration.  And since (um, maybe "if") this is indeed proposed as a complete revision, then the membership can alter this board member's proposed new bylaws however extremely it wants.  Including completely throwing out any proposals to weaken the membership's authority, or anything else.

 

... What counts is not what they call the meeting, but what it is.  Most importantly (from the point of view of my hobby-horse), if this is a board meeting, and if amending the bylaws is the membership's job, not the board, then at this board meeting, no amending of they bylaws is legitimate.

 

...  I have been informed that the copy of bylaws I was given 3 years ago are not, in fact, the current bylaws.  The board member who did the revision has a copy (given to him from the National organization) but they won't be available to the general membership until Tuesday at the earliest.

 

Now, are you sure you're not being misinformed?

 

(I suggest, if time is short, and you figure you're stuck with the Tuesday version from the National, at least look closely at the method of amending the bylaws, towards the end probably, and the authority of the board, towards the middle.)

 

But I have learned a lot from you all and feel more confident this time.  Although I am apprehensive about the powers that may be given to the BOD.  I'm hoping that FAQ #20 will still apply.

 

Thank you!

 

It's always pleasing when our efforts result in our correspondents from cowsmooland being better informed and more confident.  Please remember, whatever powers the board winds up with are what the membership grants to it.

[cowsmoo]

Well I managed to poke a little an got a copy sooner!  There are only about 4 significant differences between the copies.  

 

1.   Removal of a Board Member who misses 2 meetings in a row without good cause shown prior to the meetings.  It's the prerogative of the remaining Directors to determine whether good cause is shown.  (We had an issue with that this year.  A board member missed due to 2 deaths in the family.  They axed him.)  

 

2.  The Board of Directors may appoint a committee from General Membership to include at least one (1) Director.  This committee may, by majority vote, exercise such powers as the Board of Directors delegates to them.

 

3.  The property and business of the Association shall be managed, all expenditures approved, and all contracts for the Association shall be made by the Board of Directors.

 

4.  These By-Laws may be amended by a two-thirds (2/3) vote of the qualified members present at any Annual Meeting of the Association, or any Special Meeting of the Association called for that purpose, provided they are submitted at least two (2) weeks prior to their enactment.

 

#4 is the only one that has me scratching my head.  There are no provisions for calling a special meeting of the membership in the By-laws.  Only the BOD.  And the rest of it makes NO SENSE TO ME.

 

Our National Director feels that he needs only to vote on the entire document and he needs the 2/3 vote for the entire revision to pass.  The reason, I believe, that they are not willing to wait until the Annual meeting to vote is because they wish to change the number of directors from 8 to 6 and they no longer want to allow us to elect a president (the Vice President would slide into that position).  They also want the Sec. and Treasurer to be appointed by the Board (they already are) from the Board (not required).  Because the number of Directors elected is either 3 or 2 on a given year we can't figure out why they are asking for nominations from the membership.  (The nominating Committee of 1 - the National Director;s wife - is a WHOLE  'nother can of worms.)

 

Again I can only ask you how you interpret the rules in light of #4.  Thank you!!

[Josh Martin]

Well I managed to poke a little an got a copy sooner!  There are only about 4 significant differences between the copies.  

 

1.   Removal of a Board Member who misses 2 meetings in a row without good cause shown prior to the meetings.  It's the prerogative of the remaining Directors to determine whether good cause is shown.  (We had an issue with that this year.  A board member missed due to 2 deaths in the family.  They axed him.)  

 

2.  The Board of Directors may appoint a committee from General Membership to include at least one (1) Director.  This committee may, by majority vote, exercise such powers as the Board of Directors delegates to them.

 

3.  The property and business of the Association shall be managed, all expenditures approved, and all contracts for the Association shall be made by the Board of Directors.

 

4.  These By-Laws may be amended by a two-thirds (2/3) vote of the qualified members present at any Annual Meeting of the Association, or any Special Meeting of the Association called for that purpose, provided they are submitted at least two (2) weeks prior to their enactment.

 

Well, with the exception of the last one, these changes don't seem to have any relevance to your situation.

 

There are no provisions for calling a special meeting of the membership in the By-laws.  Only the BOD.

 

Then special meetings can't be called.

 

Our National Director feels that he needs only to vote on the entire document and he needs the 2/3 vote for the entire revision to pass.

 

The appropriate procedure for a revision is described back in Post #3 and that remains the correct procedure. It is correct that a single vote is ultimately taken on the revision as a whole, but the revision is subject to debate and amendment. In order for debate and amendment to proceed in an orderly fashion on such a lengthy document, it is advisable to consider it seriatim, so that each article is subject to debate and amendment separately, after which the entire revision is open to debate and amendment. A majority vote is sufficient to adopt an amendment to the revision.

 

The reason, I believe, that they are not willing to wait until the Annual meeting to vote is because they wish to change the number of directors from 8 to 6 and they no longer want to allow us to elect a president (the Vice President would slide into that position).  They also want the Sec. and Treasurer to be appointed by the Board (they already are) from the Board (not required).  Because the number of Directors elected is either 3 or 2 on a given year we can't figure out why they are asking for nominations from the membership.  (The nominating Committee of 1 - the National Director;s wife - is a WHOLE  'nother can of worms.)

 

If the bylaws only call for an annual meeting of the membership and have no provision for calling special meetings, they'll need to wait until the annual meeting. As for the merits of the changes, as I noted previously, the membership is free to amend the revision.