Amending bylaws BEFORE an election so that certain people become qualified to hold office

[Guest Dori Beynon]

I am the president of a non-profit group that will be holding an election of officers at the next meeting. Several members of the group are wanting to amend the bylaws to make certain individuals eligible to hold office that currently are not eligible. They would also like to change the voting process to secret ballot rather than verbal. They want to do all this before the election is conducted.

The election would be considered old business and the changing of the bylaws would be new business.

Is there a ruling that allows us to change the order of business and how would I proceed?

[Joshua Katz]

There is no such thing as "old business."  There is such a thing as "unfinished business," but it is highly unlikely that your election is unfinished business.  

What are your rules for amending the bylaws?  If you have no rules, it requires notice and a 2/3 vote in the default rules (or a vote of a majority of the entire membership).  You can find requirements for giving notice on p. 121; of course, the method of doing so at the previous meeting is inapplicable.  You'll need to determine for yourself if notice can be given in time for the next meeting.  You may have other provisions in your own rules, of course.

Since bylaw amendments take effect immediately (unless you have rules to the contrary), there is no reason you can't make this amendment prior to the election.

There is no need to change the order of business (if there were, you'd use the motion to suspend the rules, or you could adopt an agenda) since the election is most likely not unfinished business.  Even if it is, you could simply move to postpone to a definite time, or, I suppose, to lay on the table the election and all intervening motions until the bylaw amendment is reached (assuming an agenda has been adopted with the election prior to the bylaw amendment, although you could also just not do that, or amend the agenda while pending, or amend it even after adoption by a 2/3 vote).   

[Woebey]

Thank you Godelfan for your quick response.

Since I am new to this I was going by what the group (since its inception)  has used for terminology. So thank you for the lesson of unfinished business.

The bylaws can  be amended by a majority vote of the group. Thus no notice would be required then correct? Where would I find a p. 121 to view? Since this has only been discussed outside the group, no previous notice has been given to the group. The meeting is in 2 days thus not enough time to give notice.

I am not understanding well your last paragraph. If the election is not unfinished business (we discussed at last meeting that the election and swearing in of officers would take place at this meeting) would we consider it new business? Therefore half of the meeting would be run with current officers and midway through when we do new business, then the new officers would immediately take over?

Sorry to be so full of questions. Thanks again for your help.

[Joshua Katz]

Unfinished business is things that were postponed, that were pending at adjournment other than special orders, were unfinished business at the last meeting but not taken up, or were general orders for the previous meeting but not taken up.  I'm not sure what happened at your last meeting, but ordinarily you don't need to have such a discussion, since terms of office and times that elections are held are specified in your bylaws.  If all you did was talk about it, it's new business.  If you took some action at the last meeting to make it a general order for this meeting, it would go with unfinished business and general orders.  How exactly did this get decided, and what do your bylaws say on the matter?

What do your bylaws say about terms of office and elections?  That should answer your question about when the new officers take office.  If not, then RONR provides that they take office immediately on their election if present (as long as they don't decline), or if absent but has consented, or else when notified (and doesn't decline).  

Allowing bylaws to be amended by a majority vote is highly unusual.  What exactly do to the bylaws say about amendment (precise language)?

You can find p. 121 by purchasing Robert's Rules of Order, Newly Revised, 11th edition.  It can be purchased from the organization that runs this website, from the National Association of Parliamentarians, your local bookshop (probably), or Amazon.  It makes great leisure time reading!  In any case, it sounds likely that notice isn't relevant for this question, and like you don't have time to give notice anyway, so I won't summarize the rules for notice at this point.

 

[Woebey]

Long story short I was dealing with ovarian cancer and thus meetings were run by the VP.  The bylaws state "A nominating committee will present a slate at the November meeting. This did not happen. We did not meet in Dec. I did preside over the Nov. meeting and since there was not a nominating committee designated, we agreed to leave the officers as is until the Jan. meeting at which time the current or new officers would be sworn in so come prepared to volunteer or with names of potential candidates to nominate ( meaning anyone from the group could nominate).  Terms of office "They shall be elected yearly for service from Jan. 1st to Dec. 31st."

The very last line of our bylaws " These by-laws may be amended by a majority vote of the members present". May I ask what the "normal" wording is for amending the bylaws?

Thank you for the information on where to purchase RONR. IF I am lucky enough to remain on the board I will be purchasing a copy.

My gut feeling is that a select few members want to change these bylaws as they are not in favor of me and this is their way of getting me out as they also want to change the bylaws so that no one can vote in the election unless their current membership is paid in full which means that we will have to start with collection of membership dues which also would fall into the new business category. In the past the dues were collected at the end of meetings so as not to hold up other individuals while the process took place.

My biggest fear as someone who was only in the group for 2 months before they elected me president is that I am finding things that have not been done correctly and they are not liking the changes that comes with my position.

Again thank you for your help.

 

[Joshua Katz]

It is lonely at the top.  I joined an organization, was asked to be member parliamentarian because people knew things weren't being done right and rights were being violated - and then people got upset when things started changing.

Well, there are more interesting questions here than the one you opened with.  Depending on what exactly happened when you agreed to leave things as is, you may have elected your current officers to a new term already, or you may not have any officers at the moment; I wouldn't want to hazard a guess.  If that's all your bylaws say about elections, they should be amended to say when the election is held - we know when the nominating committee reports (although it should not be called a "slate" if the positions are voted on separately), we know when terms begin, but we don't know when they're supposed to be elected.  

The default procedure in RONR for amending bylaws is that it requires previous notice and a 2/3 vote, or else a vote of the majority of the entire membership.  RONR also states that organizations should adopt their own procedures for amending their bylaws (as you did), and suggests that they be at least as burdensome as the default rules (yours is far easier).  Essentially, it is as easy to amend your bylaws as to pass any regular motion.  If any motion is proposed that is in conflict with the bylaws, all the mover needs to do is move to amend the bylaws, and with no greater burden than it would take to pass the motion, they can be amended.  This creates instability in the organization, since members have no reason to believe that the bylaws provide some sort of structure they can count on if they do not attend a meeting.  People can, in actuality, do whatever they want at a meeting, since if a majority of those present want to do anything, it is irrelevant that the bylaws say not to, as that same group can amend them.  

[Woebey]

Haha, maybe that is the exact reason that they were so generally written as that is pretty much how this group flies is by the seat of their pants. It was stated that the current officers would remain until the January meeting even tho that is not what the bylaws state. LOL

Should be an interesting meeting on Monday.

Thank you again.

 

[Joshua Katz]

1 hour ago, Woebey said:

It was stated that the current officers would remain until the January meeting even tho that is not what the bylaws state

Well, that's interesting.  Presumably, you could have just amended the bylaws, with the intent of changing them back later.

[Guest Who's Coming to Dinner]

From what has been posted, it appears that the officers' terms ended on December 31.

12 hours ago, Woebey said:

It was stated that the current officers would remain until the January meeting even tho that is not what the bylaws state.

Bylaws are not overruled by fiat. According to what you've posted, your offices became vacant after December 31. You should first elect a chair-pro-tem to preside over the election of regular officers at your next meeting.