Bylaws Change for 501(c)(3)

[Guest Kay]

Board consisting of 14 officers and directors wish to change vote on new members from secret ballot to hand vote (thus dissuading the possibility of a "black ball" of a prospective member; the thought being that one might refrain from a negative vote if others knew how they voted). The original secret ballot did stipulate that all members present must vote on proposed members and that a blank ballot would be considered a negative vote.

Do proposed bylaw changes voted on by a board to be taken to the general membership need to be unanimous or may 1 or more board member(s) abstain from the vote?

[Guest Kim Goldsworthy]

Board consisting of 14 officers and directors wish to change vote on new members from secret ballot to hand vote (thus dissuading the possibility of a "black ball" of a prospective member; the thought being that one might refrain from a negative vote if others knew how they voted). The original secret ballot did stipulate that all members present must vote on proposed members and that a blank ballot would be considered a negative vote.

Do proposed bylaw changes voted on by a board to be taken to the general membership need to be unanimous or may 1 or more board member(s) abstain from the vote?

Your question is on BYLAWS CHANGES?

Your description on VOTE TO ACCEPT NEW MEMBERS was a side-bar/distraction/background, and not related to your real question?

The answer is in your BYLAWS.-- The method of amendment will be THERE.

Don't look to Robert's Rules of Order where your bylaws already contain the answer.

Robert's Rules won't apply where one's bylaws already have a method in place.

• Boards are not involved with bylaws amendments -- unless your bylaws say otherwise.

• A unanimous vote is not involved with bylaws amendments -- unless your bylaws say otherwise.

[David A Foulkes]

Board consisting of 14 officers and directors wish to change vote on new members from secret ballot to hand vote (thus dissuading the possibility of a "black ball" of a prospective member; the thought being that one might refrain from a negative vote if others knew how they voted). The original secret ballot did stipulate that all members present must vote on proposed members and that a blank ballot would be considered a negative vote.

Do proposed bylaw changes voted on by a board to be taken to the general membership need to be unanimous or may 1 or more board member(s) abstain from the vote?

Nothing in RONR regarding bylaw amendments requires a unanimous vote, nor prevents a member from abstaining. Any such requirement or rule would be found in your governing documents or other applicable rules.

[Josh Martin]

Do proposed bylaw changes voted on by a board to be taken to the general membership need to be unanimous or may 1 or more board member(s) abstain from the vote?

Since the board is simply making a recommendation to the body that actually has the power to amend the Bylaws (the general membership), a majority vote will suffice unless your Bylaws provide otherwise. There is nothing in RONR which would require the vote to be unanimous or prevent a member from abstaining.