Proposed Bylaw Amendments

[Guest Shirl]

Our organization made some questionable proposed bylaws amendments.  Notice has been given but the Board now realizes  couple of items should be voted down or changed.

One is proposing changes the quorum of the board to 2/3 of the board members.  It is currently 12.  Now they want to change it to a "majority" of the board members now realizing that 2/3 might be a problem at times.

Since notice has been given and the vote scheduled, does this need to be voted down or can it be amended at the time of the vote?

 

[Richard Brown]

What is the current quorum requirement? Amending the proposed bylaws amendment to anywhere between the current requirement and the proposed requirement would be "within the scope of notice" and would be in order.

[J. J.]

Seven would be the only whole number that would be within scope.

[Guest Shirle]

The current quorum is 12.  Approximate board members would be 21 that include officers, committee chairs and 3 at large representatives.

[Guest Shirl]

So am I correct to say that the proposed bylaw cannot be amended?

[Joshua Katz]

As I understand it, the current quorum is 12.  There are 21 board members, so a majority would be 11.  2/3, meanwhile, is 14 - the current proposal would increase the quorum, while amending it as desired would reduce the quorum.  Therefore, the amendment would not be in the scope of notice.

[J. J.]

9 minutes ago, Guest Shirle said:

The current quorum is 12.  Approximate board members would be 21 that include officers, committee chairs and 3 at large representatives.

I thought you meant that the current number of members was 12.  With 21 members, the quorum is 14.  It could be and whole number between 13 and 11, inclusive.  In terms of proportion, it would be anything greater than 1/2 (3/6) and less than 2/3 (4/6). 

[Guest shirl]

Thank you for your answers!

[Richard Brown]

9 minutes ago, J. J. said:

I thought you meant that the current number of members was 12.  With 21 members, the quorum is 14.  It could be and whole number between 13 and 11, inclusive.  In terms of proportion, it would be anything greater than 1/2 (3/6) and less than 2/3 (4/6). 

Huh? You've lost me. The board has 21 members. The current Quorum is 12. The proposed bylaw amendment would make it 2/3, which would be 14. A majority would be 11, Which is less than the current requirement of 12.

Since the current requirement is 12, and the proposed requirement is 14, the only number in between those two which they could amend it to and stay within the scope of notice would be 13.

The way I see it, they have three choices. Leave it at 12, adopt the proposed amendment to 14, or amend it at the meeting to 13.

[J. J.]

3 hours ago, Richard Brown said:

Huh? You've lost me. The board has 21 members. The current Quorum is 12. The proposed bylaw amendment would make it 2/3, which would be 14. A majority would be 11, Which is less than the current requirement of 12.

 

If I read that correctly they want to lower the quorum from 2/3 to a majority. 

[Richard Brown]

7 hours ago, Guest Shirl said:

Our organization made some questionable proposed bylaws amendments.  Notice has been given but the Board now realizes  couple of items should be voted down or changed.

One is proposing changes the quorum of the board to 2/3 of the board members.  It is currently 12.  Now they want to change it to a "majority" of the board members now realizing that 2/3 might be a problem at times.

Since notice has been given and the vote scheduled, does this need to be voted down or can it be amended at the time of the vote?

 

The way I read that is that the quorum is currently 12. It is a 21 member board. A proposed bylaw amendment would change it to 2/3. Notice of that proposal has been given. Now some members believe 2/3 is too high and want to amend the proposed bylaw amendment on the floor to a majority.

Would such a floor amendment be within the scope of notice and therefore permissible?

I think not. The only number they could amend it is from the floor is 13. Or they can vote down the proposal and start over.

[J. J.]

3 hours ago, Richard Brown said:

The way I read that is that the quorum is currently 12. It is a 21 member board. A proposed bylaw amendment would change it to 2/3. Notice of that proposal has been given. Now some members believe 2/3 is too high and want to amend the proposed bylaw amendment on the floor to a majority.

Would such a floor amendment be within the scope of notice and therefore permissible?

I think not. The only number they could amend it is from the floor is 13. Or they can vote down the proposal and start over.

I agree, if that is the case. 

[Guest Shirle]

Could the Board of Directors rescind the motion and not even have the membership vote on this proposed Bylaw amendment?

Or do have to move forward with the proposed amendment since prior notice has been given?

Thanks for all your help.

[Gary Novosielski]

Does the Board have a meeting prior to the membership vote, at which they can vote to rescind?  I'm not sure that matters once notice has been given, but if not, it's academic.

Generally, once notice has been given anyone can make the motion, even if the original proposer changes his mind.  I think the answer would be the same if the original proposer was the board.

[Guest Shirle]

Yes, the Board will meet prior to the membership vote.  There is also one other proposed amendment to the Bylaws that the Board no longer wants passed.  (obviously no forethought and planning went into these proposals)  I was not at the meeting and had no heads up about any of this. 

The Bylaws Committee has since convened and has voted to rescind the 2/3 and replace with a" majority."  This motion from the Bylaws Committee is being made to the Board prior to the membership vote.  

I have no doubt that this will pass at the Board meeting.  At the time of the Membership vote, do we say that the Board has now rescinded the original proposal and wants to replace it with "a majority" of the board members.  Can we do this?

It's awkward.  But he membership needs to know that the Board no longer wants to do this. Looking for a proper and graceful approach to accomplish this.

[Richard Brown]

If the membership has already been sent notice of the proposed amendment to require 2/3 for a quorum, it is too late to change that to a majority for this upcoming meeting without giving new notice. Do you have time to give the notice required by your bylaws? If not, this change would not be permissible

[Guest Shirle]

No, there is no time for a new notice.

Will we still have to go forward with the vote on this proposal by the Membership if it is rescinded by the Board prior to the Membership vote being taken?

The Board will be meeting just prior to the Membership meeting. 

Thanks for aiding a newbe.

[Joshua Katz]

7 hours ago, Guest Shirle said:

No, there is no time for a new notice.

Will we still have to go forward with the vote on this proposal by the Membership if it is rescinded by the Board prior to the Membership vote being taken?

The Board will be meeting just prior to the Membership meeting. 

Thanks for aiding a newbe.

What role does your board have in your bylaw amendment process?  It might be that it doesn't matter what the board wants.  At the same time, if notice has been given but no one makes the motion, then the body won't consider it.  Finally, one way to let the membership know that the board doesn't want to do this (to the extent it matters - assemblies often adopt bylaw provisions to control their boards) is to say in debate "the board doesn't want to do this."

[Guest Shirle]

So, Joshua, your are giving two options:

1) when it comes to this item on this list of motions at the Membership meeting, one could simply not make the motion   or

2) go ahead and read the motion and during debate indicate the change of mind on the board giving the rationale.

We will having a ballot vote.  Do we just leave off the motion? 

What if there are questions about this omission on the ballot?

Should we announce that two (there is another one too)  of the items in the previous notice have been removed from the ballot and why?  

[Richard Brown]

I don't know that it is necessary to announce anything, but there's certainly nothing wrong with making an announcement that the board has reconsidered the wisdom of two of the bylaw amendments and will not be bringing them up. However, as others have said, if notice has been given, any member may still move that one or both of the bylaw amendments be adopted. If that happens, and if there is a second, then just make the case during debate that the board believes these amendments should be redrafted and ask that they be defeated.

[Gary Novosielski]

12 hours ago, Guest Shirle said:

No, there is no time for a new notice.

Will we still have to go forward with the vote on this proposal by the Membership if it is rescinded by the Board prior to the Membership vote being taken?

The Board will be meeting just prior to the Membership meeting. 

Thanks for aiding a newbe.

You can simply not move the amendment to change to 2/3 or if someone else moves it, argue against it and vote it down.  But the notice that was given to raise the quorum would mean that lowering it would be outside the scope of the notice, so it's not allowed.  Simply doing nothing would leave the quorum where it is, and you'll have to do a separate notice and amendment to lower it at some future time.

[Josh Martin]

4 hours ago, Guest Shirle said:

So, Joshua, your are giving two options:

1) when it comes to this item on this list of motions at the Membership meeting, one could simply not make the motion   or

2) go ahead and read the motion and during debate indicate the change of mind on the board giving the rationale.

I think what Mr. Katz is saying that no members of the board should make the motion. You can’t control what other members do, however, so in the event that someone else makes the motion, a member of the board could speak in debate against it.

What it comes down to is that the board is free to not make the motion, but because it is too late to give notice, the board may not withdraw the notice. As a result, another member is free to make the motion if he wishes to do so.

4 hours ago, Guest Shirle said:

We will having a ballot vote.  Do we just leave off the motion? 

Yes.

4 hours ago, Guest Shirle said:

What if there are questions about this omission on the ballot?

Then explain exactly what happened - the board no longer intends to make the motion. In the event that another member ends up making the motion, you can just use blank sheets of paper for ballots.

4 hours ago, Guest Shirle said:

Should we announce that two (there is another one too)  of the items in the previous notice have been removed from the ballot and why?  

I do not think there is a need to do so.

[Joshua Katz]

58 minutes ago, Josh Martin said:

I think what Mr. Katz is saying that no members of the board should make the motion. You can’t control what other members do, however, so in the event that someone else makes the motion, a member of the board could speak in debate against it.

 

Correct.  What isn't clear to me, though (leading me to write vaguely before) is whether they have some provision in their bylaws requiring amendments to come from the board.

[Guest Shirle]

You guys are great.  I think I am good to go.  Thank you.