Revision of Bylaws

[Guest Charlene]

The Club's Bylaws Revision Committee presented the proposed amendments to the Board of Directors for review and approval by vote. All amendments passed and now the general membership will be notified by mail (10 days prior to the general membership meeting for vote) of these proposed amendments.

The Board will mail out earlier so that the membership has time to review the revisions and contact us for questions/comments. We're asking that we receive these question/comments no later than April 6th. This will give us one week to consider their questions/comments regarding the proposed changes (before the 10 day notice). The meeting will be April 20th.

Voting: Since the bylaws were reviewed and members were given time for their input, we would like to present a motion at the meeting that all of the proposed amendments approved and submitted by the Board of Directors be accepted by unanimous consent. If the motion passes, do we need to do anything else? If it doesn't pass, then do we read each proposed amendment and vote on each? Do we vote by Yeas and Nays? or by ballot? We're expecting approximately 50-60 members to attend. Is all of this correct parliamentary procedure?

[J. J.]

The Club's Bylaws Revision Committee presented the proposed amendments to the Board of Directors for review and approval by vote. All amendments passed and now the general membership will be notified by mail (10 days prior to the general membership meeting for vote) of these proposed amendments.

The Board will mail out earlier so that the membership has time to review the revisions and contact us for questions/comments. We're asking that we receive these question/comments no later than April 6th. This will give us one week to consider their questions/comments regarding the proposed changes (before the 10 day notice). The meeting will be April 20th.

Voting: Since the bylaws were reviewed and members were given time for their input, we would like to present a motion at the meeting that all of the proposed amendments approved and submitted by the Board of Directors be accepted by unanimous consent. If the motion passes, do we need to do anything else? If it doesn't pass, then do we read each proposed amendment and vote on each? Do we vote by Yeas and Nays? or by ballot? We're expecting approximately 50-60 members to attend. Is all of this correct parliamentary procedure?

You can ask for unanimous consent to approve the bylaw revision, but I'd be stunned if you'd get it. If it doesn't pass, you take the article point by point.

[hmtcastle]

we would like to present a motion at the meeting that all of the proposed amendments approved and submitted by the Board of Directors be accepted by unanimous consent. If the motion passes, do we need to do anything else?

Well, for one thing, the board (as a board) won't be present at the meeting of the general membership. So someone (i.e. a board member) would have to make a motion that the proposed amendments be adopted, in their entirety, by unanimous consent. Don't be surprised if this motion is defeated.

The members have a right to consider the proposed amendments individually if they choose to do so. You can try to offer a "take it or leave it" option but don't expect it to be well-received.

As to how the vote is conducted, the default is a voice vote but the assembly could order a ballot vote if it wished.

[David A Foulkes]

As to how the vote is conducted, the default is a voice vote but the assembly could order a ballot vote if it wished.

But the amendment of bylaws isn't a main motion, but effectively a motion to Amend Something Previously Adopted, isn't it? So it would require notice and a two-thirds vote, or vote of the entire membership. (p. 295 l. 35ff), and the recommended method for determining a two-thirds vote is by rising vote (p. 388 ll. 25-26) with a count taken if the chair is in doubt.

So, is this different because of the "up or down" manner of moving adoption of all the amendments as a block? or because it's coming from a committee via the Board? or........ ?

[hmtcastle]

But the amendment of bylaws isn't a main motion, but effectively a motion to Amend Something Previously Adopted, isn't it?

And that's not a main motion? If not, I've been missing something pretty fundamental.

So it would require notice and a two-thirds vote, or vote of the entire membership. (p. 295 l. 35ff), and the recommended method for determining a two-thirds vote is by rising vote (p. 388 ll. 25-26) with a count taken if the chair is in doubt.

So, is this different because of the "up or down" manner of moving adoption of all the amendments as a block? or because it's coming from a committee via the Board? or........ ?

I'd like to think I was referring to voting on the (odd) motion to adopt the proposed amendments in their entirety by unanimous consent. That seems like an ordinary (if odd) motion which would, presumably, be followed by the motion to actually amend the bylaws.

[Guest Charlene]

Well, for one thing, the board (as a board) won't be present at the meeting of the general membership. So someone (i.e. a board member) would have to make a motion that the proposed amendments be adopted, in their entirety, by unanimous consent. Don't be surprised if this motion is defeated.

The members have a right to consider the proposed amendments individually if they choose to do so. You can try to offer a "take it or leave it" option but don't expect it to be well-received.

As to how the vote is conducted, the default is a voice vote but the assembly could order a ballot vote if it wished.

The Board will be present at the meeting. We would like to explain that everyone received the proposed amendments for review and offered a questions/comments time period before this meeting. We would like to state that if there are no objections, we would like the proposed amendments to be adopted by unanimous consent instead of having to present each article one at a time and vote each time. Someone will make a motion that the proposed amendments be adopted, in their entirety, by unanimous consent. Call for the vote. If the motion doesn't carry, we will proceed to present the amendments one by one with a vote.

I guess we should be prepared with ballots in case there are more members present than we anticipate? Or can we still call for voice vote or show of hands (and count)? Also, is this correct: The chair presents the proposed amendments and the president calls for the vote?

[David A Foulkes]

And that's not a main motion? If not, I've been missing something pretty fundamental.

Well, to be fair, what I had in mind was this recent reply:

You can't object to the consideration of a bylaw amendment since it's never an original main motion.

It made sense to me at the time.

As for the (odd) motion to adopt all amendments en masse, I'll concede that smacks of a zebra of a different color, thus the "or.......?" in my post.

I'd like to think I was referring to voting on the (odd) motion to adopt the proposed amendments in their entirety by unanimous consent. That seems like an ordinary (if odd) motion which would, presumably, be followed by the motion to actually amend the bylaws.

And by "presumably" I gather you refer to the request for unanimous consent to adopt all at once to be met with objection, followed by individual consideration and vote?

[hmtcastle]

The Board will be present at the meeting.

No, the board, as a board, will not be present. All of the individual board members might be present but they're only there as members of the organization (with no extra privileges). The board can only act as a board at a board meeting.

[Guest Charlene]

Okay, I understand your point. Can you answer my previous questions?

[Josh Martin]

Someone will make a motion that the proposed amendments be adopted, in their entirety, by unanimous consent. Call for the vote.

Well, you don't really have a "vote" for unanimous consent, you just ask if anyone objects. If a single member objects, you don't have unanimous consent.

I guess we should be prepared with ballots in case there are more members present than we anticipate?

If you expect that the assembly will order a ballot vote, yes, that would be wise.

Or can we still call for voice vote or show of hands (and count)?

A voice vote is not appropriate, since amendments to the Bylaws typically require a 2/3 vote and it's rather difficult to judge that by ear. A show of hands vote is only appropriate in small assemblies. Unless the assembly orders some other method (such as a ballot vote), the method of voting will be a rising vote, and the vote should be counted unless it is nearly unanimous.

Also, is this correct: The chair presents the proposed amendments and the president calls for the vote?

Yes.

It made sense to me at the time.

Yes, as Mr. Mervosh said, a motion to amend the Bylaws is not an original main motion. As you said, it is a particular case of ASPA, which is an incidental main motion.

And by "presumably" I gather you refer to the request for unanimous consent to adopt all at once to be met with objection, followed by individual consideration and vote?

It seems, yes, that Mr. Mountcastle is rather skeptical of the idea that unanimous consent will be received to adopt the Bylaw amendments en masse (as am I).

[Bruce Lages]

Also, is this correct: The chair presents the proposed amendments and the president calls for the vote?

I'm not sure if your reference to the chair and to the president is meant to imply that these are two different people. According to RONR, the chair will run the meeting, which would include both presenting the proposed amendments to the assembly for debate and voting, and calling for the vote when debate is done. Are your chair and president two separate individuals?

[Josh Martin]

I'm not sure if your reference to the chair and to the president is meant to imply that these are two different people. According to RONR, the chair will run the meeting, which would include both presenting the proposed amendments to the assembly for debate and voting, and calling for the vote when debate is done. Are your chair and president two separate individuals?

I believe by "chair," Charlene is referring to the chair of the Bylaws Revision Committee, and by "present," she means making the motion, not stating the question.

[Gary Novosielski]

Voting: Since the bylaws were reviewed and members were given time for their input, we would like to present a motion at the meeting that all of the proposed amendments approved and submitted by the Board of Directors be accepted by unanimous consent. If the motion passes, do we need to do anything else? If it doesn't pass, then do we read each proposed amendment and vote on each? Do we vote by Yeas and Nays? or by ballot? We're expecting approximately 50-60 members to attend. Is all of this correct parliamentary procedure?

The members being "given time" for their "input" took place outside of a meeting and does not count as debate. In fact it doesn't count as anything.

The Board of Directors has no right to dictate the procedure of a meeting of the membership. It should submit its report, and a member of the assembly should move the adoption of the recommended amendments, which are debatable and themselves amendable. That would be "correct" parliamentary procedure.

You seem to be confused about unanimous consent. There is no "motion" for unanimous consent, there is a "request". Therefore it does not "pass" or fail as a motion would, since the objection of a single member (i.e., one No vote) is enough to defeat it.

It would be possible to move to Suspend the Rules and pass the proposal (2/3 vote required at least, unless amending your bylaws requires more), but you run the risk of being seen as attempting to ram something past the membership, when it is not even your meeting.

Also, if this is actually a revision of the bylaws, rather than a series of independent amendments, the pieces can still be considered one at a time, and amended or accepted by a majority vote during discussion but, once perfected, the entire revision would then have to be voted on according to the threshold for amending bylaws, usually a 2/3 vote. In the end, the bylaws are either revised, or left alone.