by law amdendments

[Guest Denise]

Hi,

I am a member of a cheerleading program that has finally incorporated a Board, the founders, are still sitting on this board & have ideas of their own regarding By-law amendments. Our Bylaws state;

ARTICLE XV – Amendments

These by-laws may be amended by a two-thirds (2/3) vote of the members present at any meeting of the organization provided that written notice of the proposed amendment is given to the membership three days prior to the meeting date.

Which is great, however, I am being told that this will be voted on at a closed meeting on June 13th. I am being told that they plan to send out a mass email notifying all the members of these changes, but the voting will happen at a closed meeting held in June.

My question is this; Can they do that? from what I am reading in Robert Rules of order, the By-laws must be followed. Am I reading this correctly?

[hmtcastle]

Which is great, however, I am being told that this will be voted on at a closed meeting on June 13th. I am being told that they plan to send out a mass email notifying all the members of these changes, but the voting will happen at a closed meeting held in June.

My question is this; Can they do that? from what I am reading in Robert Rules of order, the By-laws must be followed. Am I reading this correctly?

Yes, the bylaws must be followed. But if by "closed meeting" you mean that only members will be permitted to attend, that's fine, as long as it's what the members want.

I'm assuming this is a meeting of the association (or "club" or whatever it's called) and not a meeting of the board. If that's the case, the board will have no role to play. In fact, the board won't even be there.

And, within limits, you'll be able to amend the proposed amendments. So it's not a "take it or leave" it situation.

[Guest Denise]

Yes, the bylaws must be followed. But if by "closed meeting" you mean that only members will be permitted to attend, that's fine, as long as it's what the members want.

I'm assuming this is a meeting of the association (or "club" or whatever it's called) and not a meeting of the board. If that's the case, the board will have no role to play. In fact, the board won't even be there.

And, within limits, you'll be able to amend the proposed amendments. So it's not a "take it or leave" it situation.

[Guest denise]

unfortunately, this meeting will be a closed "board" meeting only. The members of the association will not be present.

[hmtcastle]

unfortunately, this meeting will be a closed "board" meeting only. The members of the association will not be present.

That's perfectly in order.

But it does not appear, from what little of your bylaws that you've posted, that your board has the authority to amend your bylaws.

[Trina]

That's perfectly in order.

But it does not appear, from what little of your bylaws that you've posted, that your board has the authority to amend your bylaws.

Given the title of the thread, plus what Denise says in her original post, it does sound as though the board thinks it has this authority, and plans to exercise it . Absent some other language in the bylaws that gives the board such authority, any such vote to change the bylaws would be null and void.

[Kim Goldsworthy]

Unfortunately, this meeting will be a closed "board" meeting only. The members of the association will not be present.

That's bad news.

Your amendment process specifies that only meetings of the organization, not meetings of the board, is where the bylaws can be amended.

• "A meeting of the organization" is a meeting of the general membership.

• "A meeting of the organization" is not a meeting of any committee, any board, any council, or any subset of the organization.

Review:

ARTICLE XV – Amendments

These by-laws may be amended by a two-thirds (2/3) vote ...

of the members present ...

at any meeting of the organization ... >>see?<<

provided that written notice of the proposed amendment is given to the membership ... >>see?<<

three days prior to the meeting date.