Faisal Qazi

So that's the technicality, in our current deadlock 4 out 7 votes ant to proceed with the new bylaws to the next step, which is to present it to the entire membership to have the final word on it. Maybe instead of approving or disapproving the new draft of by-laws, the BODs can simply agree to get this in the hands of the members to make the final decision on it. Will that be creating a 'new rule'?

Appreciate the input. Mind you that here we are not just creating amendents, we are re-stating and creating a whole new set of by-laws, does that make a difference? Here's the entire Section: Article 12. Amendments Section O1 Initiation a) In order to change anything on this constitution, all Members of the Board must agree on the change first. If 2/3 of the Board members disagree, then there will be no amendment to the constitution b) The Board of Directors must call for a general assembly (voting members) meeting to discuss and vote on the amendment(s). c) If 2/3 majority of the general members agree on the constitution amendments then the Board of Directors will initiate the change. d) Board of Directors will post the amended constitution on the bulletin board.

Our CA based non-profit is trying to pass a new set of by-laws. We thought it would require 2/3rd vote of current BOD to advance it for to the membership to approve but we have 2 directors not voting, one No, 3 yes & one pending a vote. Current by-laws state that “All Directors must agree to changes in the by-laws.” This sentence is immediately followed by, “If 2/3rd of the members disagree then no changes can be made.” The statements seem contradictory, cancelling each other out and I wonder if the first one is even constitutional (100% consensus). What’s an effective way to by-pass this deadlock and get the approval process in the hands of the membership at large if any?