voting on bylaws that have been voted down

[Guest David]

My non profit orginization recently voted on a number of bylaw changes. These bylaw ammendments did not get the necessary number of votes to be aproved. At the next board meeting these same bylaws have been presented to be voted on again. The only difference in the presentation of these bylaws are that the vote is to be made on a line by line vote of each ammendment. Not all together as a whole as was the previous vote. This vote to take place 2 months after they had previously been voted down.

How many times can the members be asked to vote for the same bylaw ammendments?

Is splitting up the same bylaw ammendments for another revote allowed?

How often can an organization be allowed to vote on the same changes?

Thanks for your time and advice. Some members of the BOD have stated that we will keep on voting on these bylaw changes until they get them passed. That does not seem right to me. What is the rule?

David

[Gödel Fan]

1.  Infinite

2.  It's not a "revote," it's a newly made motion each time, and sure, you can make it in a different form.

3.  As many times as the motion is made

 

If I'm understanding correctly, it was moved to adopt a bunch of bylaw changes, and this motion failed.  It's not clear to me why no one tried to divide them then, if they can logically stand separately, but apparently no one did.  Now someone wants to move to adopt them separately.  That's perfectly well in order.  It would also be in order to make the exact same motion as before; each session is independent, and the failure of a motion to be adopted at one session doesn't prevent it from being considered at a later session.

 

However, what is less clear to me is why these changes are being presented at a board meeting.  Unless you have bylaws providing otherwise, bylaws are adopted and amended by the membership, not the board, and the board has no role in the process.  It's also not entirely clear to me that notice will be given (unless your bylaws provide otherwise, bylaw amendments require a 2/3 vote with notice or a vote of the majority of the entire membership).

[Guest David]

Thank you for your comments. I will try to make my concerns more clear.

Our bylaws state that an amendment to the constitution or bylaws must be presented for amendment at a general meeting and provided to the membership at least 5 days before said vote is to take place. As our schedule of meetings are composed it was read at a general membership meeting. Next months meeting was designated as a BOD meeting only but changed at the previous to be a general membership meeting so these amendmens may be voted on.

At the first general membership meeting that the amendments had been presented many members commented with concerns that it should be a line by line vote. The bylaws committee responded with "you have to vote for them as a whole now. We can revote to remove any parts the members decide they don't like at a latter date."

I found this disturbing as many of the said ammendments seem to be directed to empowering the agenda of some BOD members better than the good of the club. With a few practical and much needed modernizations of the current bylaws. Unfortunately just how are government sneaks things in to positive bills of legislation that would never pass if voted on individually.

Althought this practice in my opinion is unethical and contradictory to the benefit of the orginization. Can they do this legally? To be more specific. If 6 of 11 board members each month decide that the club needs to vote again on the same changes the next month that have previously been voted down the month before. Is this legally allowed to continue? Many of the membershave concerns about this. As to my previous comments some BOD members have commented "we will keep on voting until we get them passed".

Thanks for your time. I hope I answered all of your questions

[Hieu H. Huynh]

 

Next months meeting was designated as a BOD meeting only but changed at the previous to be a general membership meeting so these amendmens may be voted on.

 

 

Do your bylaws allow this? How are membership meetings scheduled according to your bylaws?

[Gödel Fan]

Do your bylaws authorize changing a board meeting to a membership meeting (or, more specifically, do they allow for calling a special membership meeting)?

 

Anyway, who cares what the bylaw committee says?  They weren't presiding.  Unless you have a special rule of order for the handling of bylaw amendments requiring them to be considered exactly as proposed (some organizations do), it is in order to divide the question, and members should a.  avoid being cowed by the bylaws committee, which can't tell them how to do things, and b.  learn to make motions instead of making vague comments about what they'd like to see done.  Instead of commenting that these should be considered separately, the members should forthrightly move to divide the question.  

 

In fact, if several bylaw amendments are moved together, then, unless they are conforming (logically inseparable) they must be divided on the demand of a single member; adopting the motion to divide the question is not necessary.  Also, what kind of ridiculous argument is "vote this amendment in as a whole, then make your own proposal to remove the parts you don't like?"  If a question is presented that cannot be divided, for some reason, and contains parts I find objectionable, I'll probably vote no to the whole thing.  In any case, that's in the past now.

 

I now need to divide your question.  First, dealing with "is this legally allowed to continue?"  I'll take that as asking about parliamentary procedure, since we don't interpret laws (or even bylaws) here.  The answer is yes - I can make a motion as many times as I want if it keeps getting shut down (at separate sessions).  The members can continue, if they wish, to vote no.  Or they can give in eventually, that's up to them.  I can continue making the motion, though.

 

However, your question also says "if 6 of the 11 board members..."  What does the board have to do with any of this?  The board cannot, in general, adopt an agenda for a membership meeting.  The board is not present, as a board, at membership meetings.  The board, in general, has nothing to do with bylaw proposals.  

The board, then, cannot cause the organization to 'vote again.'  The motion to amend the bylaws (usually made by the chair of the bylaws committee, on behalf of the committee, if the proposal arises from there) can be made at the meeting, but the board can't cause it to be made, or prevent it from being made.

 

I hope that helps.

[Guest David]

The bylaws define.

Section 3. Meeting of the Board of Directors.

Regular meetings of the Board of Directors shall be held monthly, at a day and time to be by the Board of Directors.

Regular Meetings: shall be held promptly at 7:30 pm the secound Tuesday of each month, exept there shall be no regular meetings for the months of July or August.

Although our monthly newsletters show all meetings being at 7pm the second tuesday of the month. We are given a schedule of what meetings are general or BOD. The BOD will allow attendance to these monthly BOD only meetings but will not recognize any attending members for questions or involvement in topic of discussion.

Even at last months meeting that was scheduled as general. The attending members where asked to leave the meeting before the conclusion for a private Board Meeting.

The schedule of the clubs meetings are sent out monthly with a schedule of the type of monthly meeting. BOD or general. From my oldest newsletter In have on record from 2/15. March, May, October and December are listed as General meetings. April, June, July, August, September and November are listed as BOD meetings.

[Gödel Fan]

Your bylaws provide for a Regular Meeting each month.  The practice of recategorizing your meetings in conflict with your bylaw is, well, in conflict with your bylaws - from what you've told us anyway.  Your bylaws say pretty clearly that there is to be both a Board and Regular meeting each month, except July and August.  

[Josh Martin]

Our bylaws state that an amendment to the constitution or bylaws must be presented for amendment at a general meeting and provided to the membership at least 5 days before said vote is to take place.

 

So long as this procedure is followed each time, the proposed amendments may continue to be presented indefinitely.

 

Next months meeting was designated as a BOD meeting only but changed at the previous to be a general membership meeting so these amendmens may be voted on.

 

Based upon what is in your bylaws, I suppose this is fine, since it seems like there was supposed to be a general membership meeting next month in the first place.

 

At the first general membership meeting that the amendments had been presented many members commented with concerns that it should be a line by line vote. The bylaws committee responded with "you have to vote for them as a whole now. We can revote to remove any parts the members decide they don't like at a latter date.

 

It's not clear how these amendments were presented. If they were presented as individual amendments, then a single member could demand that a separate vote be taken on a particular amendment. On the other hand, if they were presented as a revision (a substitute for the bylaws in their entirety), then the appropriate procedure is to consider each section or paragraph in order, with debate and amendment on each. At the end, debate and amendment is in order with respect to any part of the revision. After the revision is perfected by amendment, a single vote is taken on the revision as a whole.

 

Althought this practice in my opinion is unethical and contradictory to the benefit of the orginization. Can they do this legally? To be more specific. If 6 of 11 board members each month decide that the club needs to vote again on the same changes the next month that have previously been voted down the month before. Is this legally allowed to continue? Many of the membershave concerns about this. As to my previous comments some BOD members have commented "we will keep on voting until we get them passed".

 

So long as they follow the required notice in your bylaws each time, they can continue proposing these amendments indefinitely. Just keep dealing with it and keep this behavior in mind when they run for reelection.

 

Section 3. Meeting of the Board of Directors.

Regular meetings of the Board of Directors shall be held monthly, at a day and time to be by the Board of Directors.

Regular Meetings: shall be held promptly at 7:30 pm the secound Tuesday of each month, exept there shall be no regular meetings for the months of July or August.

Although our monthly newsletters show all meetings being at 7pm the second tuesday of the month. We are given a schedule of what meetings are general or BOD. The BOD will allow attendance to these monthly BOD only meetings but will not recognize any attending members for questions or involvement in topic of discussion.

Even at last months meeting that was scheduled as general. The attending members where asked to leave the meeting before the conclusion for a private Board Meeting.

The schedule of the clubs meetings are sent out monthly with a schedule of the type of monthly meeting. BOD or general. From my oldest newsletter In have on record from 2/15. March, May, October and December are listed as General meetings. April, June, July, August, September and November are listed as BOD meetings.

 

Your bylaws quite clearly require that there shall be a board meeting every month and that there shall be a meeting of the membership at 7:30 PM on the second Tuesday of every month except for July and August. Your assembly has apparently been in violation of these rules for some time, but it's never too late to start doing it right. So it seems that there should indeed be a meeting of the membership next month. There should also be a board meeting next month. If the board wishes to hold this immediately after the meeting of the membership, that's fine, but they can't kick the members out until the membership meeting is over.

[Guest David]

Thanks for comments. I agree with you % 100. The BOD When questioned by a member of club as to this discrepancy responed with. "Then according to the bylaws all meetings are general membership meetings so we can vote next month on the bylaw change again. " What can the general membership do to make the BOD accountable to follow our current bylaws short of legal action?

[Gödel Fan]

Do you mean the current bylaws regarding holding monthly meetings?  You don't have to make the board do that; just have members show up at 7:30 on the second Tuesday of the month, and hold your meeting.  If the Chair isn't present, elect a chair pro tem.  The membership is the highest authority; the board answers to it.

[Hieu H. Huynh]

. . . What can the general membership do to make the BOD accountable to follow our current bylaws short of legal action?

 

FAQ #20 may be of use.

[Guest David]

Thanks for all of the comments. I may have misinterpreted this concern with comments from a local lawyer. I understand this forum is for interpretation of roberts rules. There maybe a State law as to these concerns. I am in NY State. There have been recent revisions of these laws. I will repost with my conclusion as to this being a NY issue or not, Post specific law reference or otherwise conclusion.

Thanks for your time and input everyone