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  1. Below is the full language adopted by our organization's bylaws concerning amendments. It seems contradictory, but this is the model provided. In relation to the clause: Except with respect to any provision of these Bylaws which by law, the [Name of Formation Instrument] or these Bylaws requires action by the members, these Bylaws may also be altered, amended or repealed at any regular or special meeting of the directors, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby. I interpret the clause as that for expediency the Board can update the Bylaws with no member vote-- only announcement at next member meeting (although members can if desired subsequently call for a countering amendment). Do parliamentarians agree?? Amendments. These Bylaws may be amended at any meeting of the members by vote of not less than two-thirds (2/3) of the members entitled to vote and present or voting by proxy, provided that the amendment is proposed by the board of directors, or that written notice of the proposed amendment has been served on the secretary by at least ten members not less than thirty days before the meeting, and that a copy of the amendment has been sent to the members by the secretary at least ten days prior to the meeting. Except with respect to any provision of these Bylaws which by law, the [Name of Formation Instrument] or these Bylaws requires action by the members, these Bylaws may also be altered, amended or repealed at any regular or special meeting of the directors, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the directors of any Bylaw, notice thereof stating the substance of such change shall be given to all members. Any Bylaw so altered, amended or repealed by the directors may be further altered or amended or reinstated by the members in the above manner.
  2. if a motion is to change bylaws and refers to 'the law' as a reason for change, then at the meeting 'the law' is finally given (read but no hard copy), but this is inadequate notice given no chance of prior review of the purported requirement (and ultimately members were fooled into voting a change not in fact required by law) - is there a basis for challenge in Robert's Rules of Order after the fact? I understand that there is a legal basis (mistake, misrepresentation etc) but wanted to know if Robert's has some basis to invalidate something like that based on notice rules or any other procedure.
  3. Guest

    Bylaws Amendment

    Our bylaws do not specify how to amend the bylaws. Will it take a majority of 2/3rds vote for us to amend them? Thanks in advance for your assistance.
  4. A proposal to amend our bylaws has been properly submitted and put on the agenda for our annual meeting. This particular proposal has no chance of being adopted. Can a member object to the consideration of this "question" (proposal)?
  5. Do extensive revisions to an entire set of existing Bylaws (originally adopted by majority vote) constitute an "amendment" (requiring 2/3 vote)? The current provisions on (original) adoption & amendment are: "SECTION 1. Adoption. An affirmative vote of the majority attending the meeting of the corporation at which these By-Laws are considered shall be required for their adoption, and they shall become effective immediately upon adoption. SECTION 2. Amendments. Amendments may be proposed either by a majority of the Board or by a petition of 20 members of the Corporation. Proposed amendments must be submitted to the membership at least 45 days in advance of a called meeting or at least 30 days before the annual meeting. Amendments shall be adopted upon a two-thirds majority vote of the membership at that meeting, which shall become effective at the close of the meeting at which it is adopted. SECTION 3: A simple majority of those voting shall be competent to decide all matters except amendments to this document. "
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