MusicLover

Thanks everyone for your feedback and ideas, its been SO helpful!!

I agree it isnt clear as it is today. I interpreted it the same way you did - that the membership reads it and the membership votes. It says nothing in my interpretation about the Executive Board voting on it or approving it first. But the couple long time board members disagreed with me aggressively, and thats how we ended up where we are now in a bind.

I totally agree and one of the many reasons there's a desire and move to update the bylaws and assure the board actually has them, reads them, and understands them. When i was first on the board, before i knew as much about all of this, i never saw the bylaws. I never did till i asked for them, actually. We are permitted to have meetings other than in person per the existing bylaws. For soooo long they operated off the "this is just how we do things here" mindset and when bringing on a new president every year - those who had been on the board for 15 years+ just basically tell you what and how to do it - till i stepped into the position and challenged some of what i was seeing. I hated to be the one to shake things up, but the org has had major issues in the past due to being disorganized and not having clear guidelines to follow or someone who enforces them. its been quite the journey the last year

When i asked this i was told "well no one ever would interpret it that way, that the members get to vote and the board doesn't have a say first! see - it says after the next board meeting!" Me: but....it doesnt say must be approved or voted on. Honestly - it was so aggressive in nature towards me that i lost control of my emotions and cried on the call after that and with the others still there supporting me. After i got myself put back together we did stay on the call and have a great and productive 1.5 hrs after that. But we did not make any "final" decisions besides a new meeting time, and another member proposed we focus solely on this topic next meeting first. A quorum shall consist of 50% plus one (1) of the full Executive Board. The only business which may be conducted in the absence of a quorum is adjournment. and heres where else it gets confusing - in the bylaws as they read today, There are 8 executive board members (Although we have been operating with 9)... and 1 Ex Officio position (who has no exclusions or anything listed, and they are an employee, so my understanding is they do count for quorum despite the fact we have been operating without them voting or counting for quorum...). "Any Executive Board member may resign effective upon given written notice to the President or other Executive Board member, unless the notice specifies a later time for the effectiveness of the resignation." in the resignation they stated: I will continue to fulfill this role until close of the fiscal year in June and do the annual filing for the Organization to assist with the transition. I am sure that is part of why it was being pushed so hard to have the board review and vote first. I understand wanting to all participate and help assure there are no large issues/contradictions - but should i really hold it up for going on 3 months now due to this? There's been many reminders and mentions the last 8 months that this was being worked on, the first "real draft" came out and was given to the board 3 months ago.

Another question for you all - How do you deal with being a new President, and leading a board+ enforcing the bylaws in place... when there are long term board members who reply with statements like - "but thats not how we actually do things here" or "we always have done it this way"? We are in a major rebuilding phase and most members and board members are excited to see things change a little to fit what we do today and where we want to go forward. Examples: having an ex-officio member not vote/count for quorum, but the bylaws don't state anywhere that they do not vote, they only say ex officio. Or requiring the board review, vote, and approve submitted bylaw amendments before the members get to vote on it when it never says the board must formally vote and approve first? (membership based org). I am in the process of helping the group though some major bylaw edits and updates to try and better match what we do today, who we include today, and incorporating sound nonprofit operating practices. We are incredibly stuck in the amendment process because after presenting to the membership - one board member says the board always has approved them first before the membership. (well, the one other time 14 years ago that amendments were made that is I guess they mean). When you read below - do you interpret it as the Executive Board *must* approve formally first? A. Proposed amendments to these bylaws are to be submitted in writing by an active member to a member of the Executive Board. Following the next Board meeting, the proposed amendment(s) shall be presented to the Membership at each of the next two (2) consecutive meetings. They shall be voted upon by the active membership immediately after the second reading. B. Amendments will become part of these bylaws upon the affirmative vote of two-thirds of the active membership present We are due to meet again, for the 3rd time now since I was told the board must approve first, and we need to get some things done and approved for our upcoming election cycle so out members and board feel confident and clear with the expectations going into it. The first meeting the person who was upset with us regarding "not doing it how its always been done" no call no showed to the meeting. The second meeting, the one member who was most upset actually hung up on us on the call - so again we rescheduled. Now this week we will meet for a third time, but i am unsure we will technically have quorum due to a member having a medical emergency, the one member resigning after hanging up on us, and another with a pre-planned absence. That being said i wonder thoughts on this too...if the above statement doesn't read as the board must approve first...then do we even need to have formal board votes on each and every change? Or is it simply a conversation situation like it would be between any other org members who would be reading and approving these changes and may choose to converse with one another about them? Thanks for your input and ideas as always!

Thank you all for your thoughts and feedback!