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Amendments to Bylaws


Guest Lumberjack

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Our existing bylaws may be amended by a majority vote. However, one provision of the bylaws creates a business oversight "council" that "will continue ... until [the membership] by a two-thirds vote" dissolves the council. We'd like to dissolve the council, but want to do that by instituting a broad set of amendments to the bylaws.

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

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Our existing bylaws may be amended by a majority vote. However, one provision of the bylaws creates a business oversight "council" that "will continue ... until [the membership] by a two-thirds vote" dissolves the council. We'd like to dissolve the council, but want to do that by instituting a broad set of amendments to the bylaws.

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

To arrive at a proper opinion on the meaning of your bylaws would require a reading of them in their entirety, which is beyond the scope of this forum. Ultimately, your organization will have to decide the meaning of its bylaws. See RONR(10th ed.), p. 570-573 for Some Principles of Interpretation.

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[snip]

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

I think the answer to Question 2 is yes; but getting it done depends on answering #1.

Can we not come up with a general answer, based on RONR, to Question 1?

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I think the answer to Question 2 is yes; but getting it done depends on answering #1.

Can we not come up with a general answer, based on RONR, to Question 1?

I think this is venturing too far into bylaw interpretation, though I would point out that a majority could first remove the two-thirds requirement and then proceed to act on a majority if the answer to #1 is yes.

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I think this is venturing too far into bylaw interpretation, though I would point out that a majority could first remove the two-thirds requirement and then proceed to act on a majority if the answer to #1 is yes.

Yes, I recognize the peril. But I ask, can we, without dealing with bylaw interpretation at all -- that is, strictly limiting our concern to what is said in the general parliamentary law (which I just looked up on p. XXV -- not the whole general parliamentary law as codified in RONR, you little silly, that would be an impressively big page -- just the phrase) address the question of whether the provision that requires a 2/3 vote to dissolve a council, is itself protected by requiring a 2/3 vote to amend it?

(Or am I hyperhydroturbidifying again?)

N.B. "Hyperhydroturbidifying" is not an entry in lamestream media's knee-jerk liberal dictionaries yet.

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Let's assume that the 2/3 requirement to dissolve the council poses a problem. Since we still want to bring an end to the council's role, perhaps we could accomplish that outcome by amending the bylaws (by a majority vote) to eviscerate all the functions of the council. In that way, the council may still exist, but it would be powerless. Would this be consistent with the rules you've cited?

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Let's assume that the 2/3 requirement to dissolve the council poses a problem. Since we still want to bring an end to the council's role, perhaps we could accomplish that outcome by amending the bylaws (by a majority vote) to eviscerate all the functions of the council. In that way, the council may still exist, but it would be powerless. Would this be consistent with the rules you've cited?

Who on Earth cited any rules?

But if we accept Dr Hunt's premise that a majority vote has the power to remove the 2/3 requirement, then it stands to reason that a majority vote could modify the duties and powers of the council. -- oh damn, I have got sucked by perfidious temptation into interpreting bylaws over the INternet again.

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Our existing bylaws may be amended by a majority vote. However, one provision of the bylaws creates a business oversight "council" that "will continue ... until [the membership] by a two-thirds vote" dissolves the council. We'd like to dissolve the council, but want to do that by instituting a broad set of amendments to the bylaws.

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

You might be better served amending your bylaws to require a 2/3 vote for amendment; that would be consistent with RONR. Then you wouldn't have the conflict between the two thresholds.

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I think this is venturing too far into bylaw interpretation, though I would point out that a majority could first remove the two-thirds requirement and then proceed to act on a majority if the answer to #1 is yes.

You're right; this is venturing too far into bylaw interpretation. ;)

The answers are locked away in the bylaws and none of us can pretend to have the key.

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Our existing bylaws may be amended by a majority vote. However, one provision of the bylaws creates a business oversight "council" that "will continue ... until [the membership] by a two-thirds vote" dissolves the council. We'd like to dissolve the council, but want to do that by instituting a broad set of amendments to the bylaws.

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

The answer to this question will ultimately require the organization to interpret its own Bylaws, based upon a careful reading of RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. The key lies in determining the intent of the 2/3 rule. I can see two main possibilities - it may be that the provision is intended to be an exception to the usual rule for amending the Bylaws. On the other hand, it may be that the rule is intended to be an alternate method to dissolve the council without amending the Bylaws, and the higher threshold is due to this option lacking some other requirement used for amending the Bylaws (such as previous notice). Based solely on the paraphrases here, I don't have enough information to begin to guess which is the case. Any meaningful discussion of this subject will require a more thorough review of the exact language in the Bylaws, which is beyond the scope of this forum.

But I ask, can we, without dealing with bylaw interpretation at all -- that is, strictly limiting our concern to what is said in the general parliamentary law (which I just looked up on p. XXV -- not the whole general parliamentary law as codified in RONR, you little silly, that would be an impressively big page -- just the phrase) address the question of whether the provision that requires a 2/3 vote to dissolve a council, is itself protected by requiring a 2/3 vote to amend it?

I don't believe that RONR or the general parliamentary law have anything to say on the matter. This is a highly customized rule of the assembly, and with just a few paraphrases, it is impossible to determine the society's intent.

Let's assume that the 2/3 requirement to dissolve the council poses a problem. Since we still want to bring an end to the council's role, perhaps we could accomplish that outcome by amending the bylaws (by a majority vote) to eviscerate all the functions of the council. In that way, the council may still exist, but it would be powerless. Would this be consistent with the rules you've cited?

No one has cited any rules. RONR, 10th ed., pgs. 570-573 contains a set of Principles of Interpretation to use as an aid in interpreting Bylaws, and they have no real application when read in isolation, so there is no meaningful answer to the question of whether the strategy you suggest is consistent with those rules. The purpose of the PoIs is to assist the society in interpreting its Bylaws, and the society will have to determine whether such a strategy is consistent with its Bylaws.

I'm sorry, but once again, this issue is well beyond the scope of this forum.

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Our existing bylaws may be amended by a majority vote. However, one provision of the bylaws creates a business oversight "council" that "will continue ... until [the membership] by a two-thirds vote" dissolves the council. We'd like to dissolve the council, but want to do that by instituting a broad set of amendments to the bylaws.

1. Does the 2/3 vote requirement for dissolving the council preempt the lower (majority) threshold for amending the bylaws?

2. May we dissolve the council by simply amending (deleting) the provision in the bylaws that created the body?

Take a look at RONR (10th ed.), p. 571, ll. 8-23, to see if it applies to your particular situation.

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