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By-Law changes


Dodi

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We had an AGM yesterday and there was a vote to change a by-law. The bylaw states that a person can only hold a position for 6 years. There were 15 ladies present. We have 136 members. When we voted-- 10 voted to get rid of the end of the by-law which states that you could only hold a position for 6 concecutive years. One lady was confused and didn't know what to do so she hesitantly held up her hand and was counted. She is very upset her vote was counted now. Did we require more members to vote in favor of the change. 2/3 vote of those present or 2/3 of the membership? There would only be 9 to 6 if she was not counted. We have not followed this by-law because we have had very few people coming on the board. What can we do?

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We had an AGM yesterday and there was a vote to change a by-law. The bylaw states that a person can only hold a position for 6 years. There were 15 ladies present. We have 136 members. When we voted-- 10 voted to get rid of the end of the by-law which states that you could only hold a position for 6 concecutive years. One lady was confused and didn't know what to do so she hesitantly held up her hand and was counted. She is very upset her vote was counted now. Did we require more members to vote in favor of the change. 2/3 vote of those present or 2/3 of the membership? There would only be 9 to 6 if she was not counted. We have not followed this by-law because we have had very few people coming on the board. What can we do?

What do your bylaws say about:

1. Quorum for membership meetings? 15 out of 136 members seems awfully low. If you didn't have a quorum, then the amendment is null and void.

2. Amendment of your bylaws? Do they say anything about a.) notice and b.) required vote? If so, were these followed?

"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended at any business meeting by a two-thirds vote, provided that previous notice (see p 116) has been given; or, without notice, they can be amended at any regular meeting by vote of the majority of the entire membership." (RONR 10th Ed, p. 562 ll. 9-18)

Based on the above quote, and if nothing in your bylaws covers this, the vote was not nearly enough (it would have required 69 yes votes) and the amendment is null and void.

So, you'll need to look to your bylaws and see what's in there. If notice was properly given, and if 15 members is enough for a quorum, then a 2/3 vote (assuming all 15 voted) would be 10 in the affirmative, which you had, and thus the motion to amend was carried.

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We had an AGM yesterday and there was a vote to change a by-law. The bylaw states that a person can only hold a position for 6 years. There were 15 ladies present. We have 136 members. When we voted-- 10 voted to get rid of the end of the by-law which states that you could only hold a position for 6 concecutive years. One lady was confused and didn't know what to do so she hesitantly held up her hand and was counted. She is very upset her vote was counted now. Did we require more members to vote in favor of the change. 2/3 vote of those present or 2/3 of the membership? There would only be 9 to 6 if she was not counted. We have not followed this by-law because we have had very few people coming on the board. What can we do?

Do the bylaws actually require a 2/3 vote in order to amend the bylaws? If so, unless there is additional qualifying language the 2/3 is of the members who voted. However, no matter how it would be calculated 10-6 doesn't reach the 2/3 necessary of the votes cast and 15 votes is not even close to 2/3 of the 136 member membership.

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True. Well 9-6 doesn't cut the mustard either.

No, but it's too late for the confused lady who held up her hand to retract her vote (let alone change it). So it looks like a two-thirds vote but the quorum question still lingers (though if it's 10% they're home free). Not to mention any prior notice requirements.

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15 present. 10 voted for the amendment. Thus 5 did not. 10-5 is a 2/3 vote. The 9-6 factor enters in if the lady in question could have changed her vote. I think that's what Dodi meant by if her vote wasn't counted (as a yes, that is).

Dodi? Where are you? Is it dinner time? Dodi come baaaack.....

What is your quorum? And are you ignoring that bylaw as well?? :huh:

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