Immediate Need to Amend Bylaws

[Guest Elaine]

I'm on the board of a non profit with bylaws that don't address the process for amending them.  There's an immediate to amend one of the bylaws within the next 12 days.  It's my understanding that if we have an isolated bylaw change we can handle it as we would a motion to" Amend Something Previously Adopted."  Since timing is critical and there isn't time to send a notice it would take a 2/3rd vote to pass the change.  I expect push back and wanted validation on this plan.

 

 

 

[Gary Novosielski]

It is true that amending the bylaws is a special case of the motion to Amend Something Previously Adopted.  RONR says:
 

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If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on p. 121) has been given, or they can be amended by the vote of a majority of the entire membership.

 

 

[Hieu H. Huynh]

And the above quote is in RONR 11th ed., p. 581. It may also be helpful to see "Amendment of bylaws" starting on p. 592.

[jstackpo]

And if the Board has the authority to amend bylaws, obtaining a "majority of the entire membership" should not be a problem.  Just get all or most of the members to show up as a special meeting  --  presuming, of course, that the authority to call special meetings is in your bylaws.

[Dan Honemann]

11 hours ago, Guest Elaine said:

I'm on the board of a non profit with bylaws that don't address the process for amending them.  There's an immediate to amend one of the bylaws within the next 12 days.  It's my understanding that if we have an isolated bylaw change we can handle it as we would a motion to" Amend Something Previously Adopted."  Since timing is critical and there isn't time to send a notice it would take a 2/3rd vote to pass the change.  I expect push back and wanted validation on this plan.

As noted, without the requisite prior notice, adoption of the proposed bylaw amendment will require the vote of a majority of the entire membership of the body having the authority to amend the bylaws. A two-thirds vote that is not a majority of the entire membership won't do it.