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Revision of Bylaws


Guest So Controversial

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Guest So Controversial

Our bylaws are to be reviewed every 5 years, we are at the 5 years. Bylaws state that a Committee will be appointed to review the bylaws and submit, if any, proposed changes to the board of directors for approval. The approved bylaws are sent out to the membership ten days prior to the general meeting.

Problem: one person was appointed to the committee. He received some suggestions from the board and prepared several amendments to the bylaws. There were some suggestions given but not addressed - approved by the board. The general membership received the proposed changes and notice of a special meeting to vote.

Several members brought their suggested proposed changes to the meeting thinking that we would be able to discuss the board recommendation by makubg a motion to amend the proposed change, discuss and vote on the amended change. T

The committee of one said that we couldn't make a motion and amend what they proposed. He said it was too late to add in the proposed changes. We are to vote "yes" or "no" by ballot after discussion/questions to explain the change. A member said that we have a right to make a motion to amend the change presented. They still wouldn't go with it. They said that these changes are from the board and we couldn't change them.

Question: Do we have a right to make a motion to amend the change presented and then vote on it at that meeting?

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Only amendments which fall within scope of notice are in order. For example say the bylaws say the dues are $100 and a proposed amendment is to raise them to $200. Anything between $100 and $200 would fall within scope of notice and anything less than $100 and more that $200 would not fall within scope of notice. Of course I am sure that your situation won't be so cut and dry and it will be up to you all to determine if the proposed changes falls within scope of notice.

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Do we have a right to make a motion to amend the change presented and then vote on it at that meeting?

In general:

Amendments must not fall outside the "scope" and "purport" of the notice.

So, YES you can amend; but NO, you don't have carte blanche to amend anything and everything, but rather a quite narrow range of wordings, since you are restrained to the notice's scope and purport.

For example, if the notice was worded like so:

To change article 20's "No smoking in the gazebo" to read "No smoking in the gazebo from dawn to dusk,"

then it would be acceptable to amend that proposed language so that it would ultimately read, "No smoking in the gazebo from 6:30 a.m. to 6:30 p.m.".

That is, it is saying the SAME THING, but in different words.

THAT you CAN do.

THAT is your "flexibility" in amending the language.

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In general:

Amendments must not fall outside the "scope" and "purport" of the notice.

So, YES you can amend; but NO, you don't have carte blanche to amend anything and everything, but rather a quite narrow range of wordings, since you are restrained to the notice's scope and purport.

For example, if the notice was worded like so:

To change article 20's "No smoking in the gazebo" to read "No smoking in the gazebo from dawn to dusk,"

then it would be acceptable to amend that proposed language so that it would ultimately read, "No smoking in the gazebo from 6:30 a.m. to 6:30 p.m.".

That is, it is saying the SAME THING, but in different words.

THAT you CAN do.

THAT is your "flexibility" in amending the language.

I'm afraid that this response gives one the impression that proposed amendments are limited to those which say "the SAME THING, but in different words", which, of course, is not the case.

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I agree. - Amendments are not ONLY limited to saying the same thing as the notice's wording.

Maybe a third example will clarify the amendment flexibility.

1. Chris H. already covered the "range" aspect. (If dues are currently $10, and the notice said "... $20 ...", then any amendment between $10 and $20 is fair game.)

2. I covered the case where specific language gave another "range", using time. (If "dawn" and "dusk" are given as the targeted words, then other times may be acceptable as amendments.)

3. If the wording of the notice was more open, like, "To increase the number of standing committees beyond the current two committees, finance committee and audit committee," then amendments are wide open, as long as the amendments fit within the notice's scope and purport of adding new standing committees.

As you add a new committee or two, you may choose to include language (for example) which defines the duties of the new committee, or the appointment process of the new committee, or other wholly new language, which relates directly to the new committee's behavior or composition.

That is quite flexible, amendment-wise.

The flexibility will depend on two factors: (a.) the wording of the notice; (b.) the existing language, if any.

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Perhaps to expand on Chris' example, and Kim's reference to "scope" and "purport" (and I hope I get pretty close here):

Given:

1) Bylaws state "member dues shall be $100 payable within 30 days following the Annual Meeting"

2) Notice for the meeting is to vote on changing dues to $200

Scope = $100 to $200

Purport = to change member dues

So, a motion to amend can be made to make dues any figure more than $100 and less than $200 (scope) but an amendment can not be moved to change "30 days" to "60 days" as the purport of the meeting is to address the amount of dues only, not when they shall be paid.

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