Approval of Bylaws

[Guest ken]

I am the president of an HOA. Our current bylaws state that it takes a vote of 2/3 of the membership to amend the bylaws. A motion was put forth at a special meeting of the membership where the bylaw amendments were voted on and did not pass (not approved). The meeting adjourned. I talked with a few dissenting members about their objections and incorporated their requirements into a new draft that the Board of Directors approved at our last board meeting. The changes that were made to the defeated bylaw draft make it more restrictive for the Board to spend HOA money without getting approval from the membership. The new draft approved by the board is now being put forward to the membership to vote on at the coming membership meeting in May. One of the members who voted against the adoption of the bylaws is saying the membership can not vote on any new bylaws because the last draft were voted down at the last meeting and only a member of the prevailing vote can ask for "a motion to reconsider". Since this is a new membership meeting, my reading of RONR is that we are not dealing with a "motion to reconsider" or anything else with respect to the bylaws but this is now new business and not limited by the prior year vote. Is there any limitation on the new draft of the bylaws being placed on the agenda for a vote of the membership? If so, is there a particular method such as a motion to rescind the previous vote and then a motion to consider the new draft? We are a small HOA of 26 lots with no parliamentarian expertise.

[hmtcastle]

One of the members who voted against the adoption of the bylaws is saying the membership can not vote on any new bylaws because the last draft were voted down at the last meeting and only a member of the prevailing vote can ask for "a motion to reconsider". Since this is a new membership meeting, my reading of RONR is that we are not dealing with a "motion to reconsider" or anything else with respect to the bylaws but this is now new business and not limited by the prior year vote. Is there any limitation on the new draft of the bylaws being placed on the agenda for a vote of the membership?

Yes, it's too late for a motion to reconsider but it's not too late to "renew" the defeated motion. It's never too late for that.

Ask your semi-knowledgable member if he thinks that once defeated, proposed amendments can NEVER be re-introduced unless someone who voted against the original (?) amendment chooses to do so. Ask him what happens when all those original voters are dead.

The limitations on the motion to reconsider expire with the end of the meeting.

[David A Foulkes]

I am the president of an HOA. Our current bylaws state that it takes a vote of 2/3 of the membership to amend the bylaws.

Since you're talking about amending your bylaws, there should be some notice requirements in place for this, I would think. Typically, this notice would require that the amendments be mailed to all members (often a certain number of days) in advance, or as an alternative, presented at the previous meeting. This allows time for all members to review the amendments in preparation for the meeting at which the vote will be taken.

Do your bylaws contain a section on amendment procedure? If so, and it should, that is how you need to go forward with this.

[Josh Martin]

One of the members who voted against the adoption of the bylaws is saying the membership can not vote on any new bylaws because the last draft were voted down at the last meeting and only a member of the prevailing vote can ask for "a motion to reconsider".

The motion to Reconsider no longer applies. The motion may be renewed by any member.

Since this is a new membership meeting, my reading of RONR is that we are not dealing with a "motion to reconsider" or anything else with respect to the bylaws but this is now new business and not limited by the prior year vote.

You are absolutely correct.

Is there any limitation on the new draft of the bylaws being placed on the agenda for a vote of the membership? If so, is there a particular method such as a motion to rescind the previous vote and then a motion to consider the new draft?

Other than that the new draft will need to follow the usual amendment procedure in your Bylaws, no, there are no limitations. There is no need to rescind the previous vote.