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By-Laws


intrmom

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Our bylaws site that "By-Laws may be adopted, amended or repealed at any meeting of the members by a two-thirds (2/3) vote of the members present and valid absentee ballots cast providing written notice of proposed amendments or changes is included in th notice of the meeting and mailed to the members thirty (30) days in advance of such meeting. Two Board members, acting as member (not Board Members) drafted proposed amendment to the by-laws and are required to get them to the secretary of the Board of Directors so they can be mailed within the 30 days. The members asked for discretion stating this was NOT a Board proposal but a member proposal. The secretary immediately forwarded copy of the email to the President of the Board of Directors who emailed it along with his own added remarks to the entire membership of the Board of Directors and Committee Chairs. He then wrote a proposed by-law amendment sponsored by himself and the secretary of the Board of Directors.  He emailed a copy of their proposal to the entire board and intends to bring it up at the board to be discussed and amended. I believe he is out of order. The by-laws clearly state the membership is responsible for the by-laws and the Board is responsible for the Rules and Regulation of our organization.  I also believe he is out of order for having question the motives of the members who offered the by-law amendment that he is clearly not in favor of.  I believe if he moves his by-law amendment at the annual meeting of the membership the motion is out of order since it was in actuality a proposed amendment of the Board of Directors and not he and the secretary as members. Can anyone help with this one?

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Well, I think it's rude to forward emails without permission, but it's not as though the President saw anything he wouldn't have eventually seen anyway.  

As for the President's alternative proposal, certainly there's nothing wrong with him showing it to board.  Presenting it at a board meeting to be discussed and amended seems odd since it's not a board item, but whether or not it's out of order will depend on what exactly is presented to the board - i.e. the motion used.  It is out of order to have discussion without a motion, so he'll need to make some motion regarding it, such as a board endorsement.  Certainly, though, I don't see anything in what you quoted (although I do not know what else may be in your bylaws) that prevents the board from endorsing a proposal, or from presenting one during its report, so long as the person making the motion, likely the President, is also a member.  

Similarly, I don't think anything prevents him from presenting his motion as a member (assuming he is one) just because he's discussed it with the board, or because the board has endorsed it after giving feedback.  

I don't see where in your description of events the President questioned anyone's motives, but if it took place outside a meeting, it may be rude, indecorous, etc., but it is not out of order since the rules of order apply only to meetings.  You may be able to discipline him for being rude, but in most organizations that is a slippery slope.

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12 hours ago, Joshua Katz said:

Certainly, though, I don't see anything in what you quoted (although I do not know what else may be in your bylaws) that prevents the board from endorsing a proposal, or from presenting one during its report, so long as the person making the motion, likely the President, is also a member.  

The President should not be making the motion, since he will presumably be presiding.

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