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DonB

Improper vote and remedy to assembly

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 After a discussion on a package of changes to the bylaws during the annual meeting of a small club, the club president simply asked for those in favor and then if there was any objections then closed the meetng. No one spoke up and indictated that they had a problem with the new rules. Everyone assumed the new rules packaged passed.

He did not ask for any motion or seconds to approve the changes to the bylaws.

The club did pass a rule stating that changes could only be made to the bylaws during the annual meeting.

A couple of days after the meeting, the secretary (who is against the changes), informed us that the vote was invalid because no motions were made.

What do I do?

Is the vote really null and void?  Do I a have to call for a re-vote? Or because we passed a rule allowing for changes only at annual meetng, do I have to wait until the next year's annual meeting to consider the changes?

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Guest Who's Coming to Dinner

If everyone present clearly understood that the question was on approving the package of bylaw changes, and you followed all your other rules, then I would say the changes were adopted. The secretary does not have power to annul an act of the assembly.

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1 hour ago, DonB said:

 

 

The club did pass a rule stating that changes could only be made to the bylaws during the annual meeting.

I am assuming that this was not the annual meeting.  Was this rule put in the bylaws?  Is it just a motion.

There could be some problems related to absentee rights, but, as Guest said, motions are not needed.  The chair assumed the motion. 

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5 minutes ago, J. J. said:

I am assuming that this was not the annual meeting. . . . 

 

1 hour ago, DonB said:

 After a discussion on a package of changes to the bylaws during the annual meeting of a small club . . . . 

This was the annual meeting according to the original post.

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Just now, Richard Brown said:

 

This was the annual meeting according to the original post.

Thanks, I missed that. 

Unless there is some problem with notice, these were properly adopted.

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Guest Nancy N.
1 hour ago, DonB said:

There was no advance notice of the changes until he passed out the proposed new rules package for discussion.

 

But Don, do your club's rules for amending the bylaws require previous notice?  If not, then no advance notice was required, yes?  But if so, then the requirement for previous notice was violated, and probably the adoption of the changes is null and void.

 

4 hours ago, Guest Who's Coming to Dinner said:

If everyone present clearly understood that the question was on approving the package of bylaw changes,

So Don, did they?

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Did the bylaws (prior to the changes you describe as the "new rules") require advance notice for the consideration of bylaw amendments?

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Don, your answer is probably going to be found in your bylaws. What EXACTLY do they say about amending the bylaws and notice? Please quote exactly, don't paraphrase.

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There are no rules in the old or new bylaws requiring notice. So based on this forums comments, no notice is required.

I believe everyone new that the discusion and improper vote was about changing the bylaws.

 

Tomorrow I will listen to the tape of the meeting to makes sure what I have said on this forum is correct.

 

 

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I do have an additional problem.  

If it turns out that I have to apply the new rules,  It appears that the wording in some the new bylaw rules are incorrect.  These rules state we are bowling league, but in reality we are a traveling tournament club. It really is just a matter of words. Can I simply change the wording.

 

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Also to those who indicated that because it appears that the club did approve the vote, even tho no motion or second were made.  Can you point me to rules that support this position.  It was my undstanding that 2/3 vote is needed to change bylaws.  It is Also my understanding that the General Consent is really only met for small items.

 

Thanks

Don

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51 minutes ago, DonB said:

Also to those who indicated that because it appears that the club did approve the vote, even tho no motion or second were made.  Can you point me to rules that support this position.  It was my undstanding that 2/3 vote is needed to change bylaws.  It is Also my understanding that the General Consent is really only met for small items.

 

Thanks

Don

Assuming that RONR is your parliamentary authority, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership.  Was the majority of the entire membership present at the meeting?

Unanimous consent is not limited to "small items."

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Guest Who's Coming to Dinner
1 hour ago, DonB said:

It appears that the wording in some the new bylaw rules are incorrect.  These rules state we are bowling league, but in reality we are a traveling tournament club. It really is just a matter of words. Can I simply change the wording.

No, you can't. Your group will need to amend the bylaws again to make the correction.

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Don, again I ask that you quote for us EXACTLY (verbatim, word for word) what the bylaws that were in effect at the time of the meeting say about the amendment process.

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The exact wording of the only rule about changes to the bylaws is as follows:

"All suggested changes to the mmc bylaws or Rule and Regulations will be presented to any board member in writing and they will present it to the President and it will be discussed with the board and then brought to the club at the annual meeting in august."

This rule was adopted at the annual meeting at the beginning if this month Aug 2017.  This rule was adopted first and then a discussion on the proposed new rules began.

Prior to that there was NO rule whatsoever regarding the bylaw amendment process.   We added this rule this year because we had a single member try to get a whole bunch of changes at a regular monthly meeting that has very low attendence.  At that meeting,  a different member made a motion to table the changes to the annual meeting. The annual meeting is a requirement for members to attend.  We still do not get everyone to attend but we have much better club representation.

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If your bylaws have no clause on amending the bylaws in the bylaws, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership. 

Was there a majority of the entire membership at the meeting?

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12 hours ago, J. J. said:

If your bylaws have no clause on amending the bylaws in the bylaws, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership. 

Was there a majority of the entire membership at the meeting?

I think the question should be whether a majority of the entire membership voted for the bylaws amendments, not whether a majority of the entire membership was at the meeting.

Don, you keep referring to "rules" when we ask you about bylaws. Please refer to bylaw provisions as "bylaws provisions" rather than as "rules".  When we speak of rules, we are usually referring to rules of order or standing rules. Whether a requirement is contained in the bylaws or some other rule makes a huge difference. 

We must speak the same language in order to help you. Please use the preferred terminology when referring to bylaw provisions. When you call everything a rule, we don't know what you are referring to and it makes it hard for us to help you.

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14 hours ago, DonB said:

The exact wording of the only rule about changes to the bylaws is as follows:

14 hours ago, J. J. said:

If your bylaws have no clause on amending the bylaws in the bylaws,

Don, I hate to be tiresome (actually I don't at all mind being tiresome, I just want to evade people's noticing it), and none of us wants to be overly picky (except maybe JJ, they've got a bedbug infestation in Philly and he's constantly scratching), but:  was that rule adopted into the bylaws, or not?  This is important.

(JJ, you see where I'm going with this, yes?)

(Edited to add:  yeah, what Richard said. :-))

Edited by Gary c Tesser
Just saw RB's post

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14 hours ago, J. J. said:

If your bylaws have no clause on amending the bylaws in the bylaws, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership. 

Was there a majority of the entire membership at the meeting?

 

2 hours ago, Richard Brown said:

I think the question should be whether a majority of the entire membership voted for the bylaws amendments, not whether a majority of the entire membership was at the meeting.

But if a majority of the entire membership was present at the time the vote was taken and the chair declared the motion adopted even although less than a majority of the entire membership voted in favor of the motion, wouldn't a point of order have to be raised promptly at the time when the breach occurred? 

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(Open prefatory remark.)

My previous posts, as probably Nancy N.'s and any of my other sock puppets's, were predicated on the naive assumption that this might be an ongoing discussion (as long as necessary -- not that you're not welcome here, on The World's Premiere Internet Parliamentary Forum (Reg. Penna. Dept. Agr.) (RONR MB, we call it -- we're generally an informal lot, even Dan Honemann who doffed his fishing duds and smile, and donned an expensive-looking suit and grump when he retired), Don, and for that matter you should pick up your copy of RONR - In Brief posthaste -- I mean, drop everything and phone around and find a nearby bookstore that has it and go there without delay and buy it and read it right there while you stand there at the "cash register" (actually stepping courteously aside so that the other customers can buy their own copies and stand there reading with you); and then start answering questions here yourself -- welcome to the club, the dues are very low and the character references are laughable, note the perennially lurking presence of the 2FP; and then, maybe in a week or so if you're (I'm still talking to Don B, it's a long sentence) a cunctator (I'm still talking to Don B, he likes obscure words, or so I infer from his writing style, or maybe mine), pick up your copy of RONR, 11th Ed, and read it maybe ten pages a day, and you'll have gone through it cover-to-cover in a coupla months -- less if, on the first reading (of several, you're young yet) you skip stuff of no immediate need like organizing a convention, dissolving an organization, or forming one; but Don, this thread is a pleasant conversation, as are all conversations with you, and, some would say, some conversations with me, but it's best if we wrap it up, let you know what you need to, and move on), but given my track record, I can't be sure to keep an eye on this thread, so I'll have to jump the gun and uncharacteristically get to the point. 

(Close prefatory remark.)

If this rule, about the board of directors and the annual meeting, has actually, properly, been adopted as a provision of the bylaws, it can be argued (perhaps as a question of bylaws-interpretation) that this is the only requirement for amending the bylaws; for example (and maybe most importantly, even maybe the only thing), there is no requirement for previous notice or a 2/3 vote.

Edited by Gary c Tesser
Inserted comma (see Asimov bit about Oscar Wilde) after "smile"

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55 minutes ago, Daniel H. Honemann said:

wouldn't a point of order have to be raised promptly at the time when the breach occurred? 

That's what I'd have thought, but when Mr Brown and Mr Honemann get into it, I get under a desk.

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7 minutes ago, Gary c Tesser said:

That's what I'd have thought, but when Mr Brown and Mr Honemann get into it, I get under a desk.

And you would have been correct.  It will be on your RP test......guaranteed.

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1 hour ago, Daniel H. Honemann said:

 

But if a majority of the entire membership was present at the time the vote was taken and the chair declared the motion adopted even although less than a majority of the entire membership voted in favor of the motion, wouldn't a point of order have to be raised promptly at the time when the breach occurred? 

That was my thinking.  In this case, however, the vote was by unanimous consent.  We don't really have to worry about it.  I do, however agree with your answer.

 

We still do not have DonB's answer.

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54 minutes ago, J. J. said:

  In this case, however, the vote was by unanimous consent.

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

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