Bylaw quandry

[Guest Gary Mills]

According to our Bylaws, our annual meeting is to be held on the first Saturday after the first Monday in January. In November 2009, the Board of Directors voted to move the annual meeting to July. This vote changed the Bylaws and any such changes per our Bylaws must be voted on at the next annual meeting which should have been in January 2010 but did not occur until July 2010.

At the July meeting, the bylaw change was not presented to the membership and was never ratified. Elections were held for all officers and directors.

My question to the board is two fold.

1. Since the bylaw moving the date to July was never ratified by the membership at the annual meeting in January (which said meeting never occured), the bylaws have not be officially amended. Is this a correct statement?

2. Are the elections from July 2010 valid since they were not held in accordance with the Bylaws?

Thanks in advance

[Rob Elsman]

According to our Bylaws, our annual meeting is to be held on the first Saturday after the first Monday in January. In November 2009, the Board of Directors voted to move the annual meeting to July. This vote changed the Bylaws and any such changes per our Bylaws must be voted on at the next annual meeting which should have been in January 2010 but did not occur until July 2010.

At the July meeting, the bylaw change was not presented to the membership and was never ratified. Elections were held for all officers and directors.

My question to the board is two fold.

1. Since the bylaw moving the date to July was never ratified by the membership at the annual meeting in January (which said meeting never occured), the bylaws have not be officially amended. Is this a correct statement?

2. Are the elections from July 2010 valid since they were not held in accordance with the Bylaws?

Thanks in advance

As far as I can tell, the correct answers to your questions have more to do with the society's bylaws than anything in RONR.

[Gary c Tesser]

As far as I can tell, the correct answers to your questions have more to do with the society's bylaws than anything in RONR.

As far as I can tell, the board cannot, whatsoever, change what the bylaws say, unless the bylaws say that the board can. As far as I can tell, the bylaws here do not allow the board to change the bylaws.

1. Gary Mills, we cannot interpret your bylaws on this RONR Internet forum. Forbearing, then, from interpreting bylaws on this forum let me ask:

1 (a) Would an idiot disagree with your statement?

1 ( b ) Would only an idiot disagree with your statement?

2. Here and now, I, myself, elect you and me to the board, simply because I like boardly Garyism. In accordance with your bylaws, is this election valid?

[Kim Goldsworthy]

According to our Bylaws,

our annual meeting is to be held on the first Saturday after the first Monday in January.

In November 2009, the Board of Directors voted to move the annual meeting to July.

This vote changed the Bylaws

and any such changes per our Bylaws must be voted on at the next annual meeting

which should have been in January 2010 but did not occur until July 2010.

Oh?

"This vote changed the bylaws"?

Did it?

I don't think so.

"To violate one's bylaws" is not the same thing as "To amend one's bylaws."

At the July meeting, the bylaw change was not presented to the membership and was never ratified.

Elections were held for all officers and directors.

My question to the board is two fold.

Q1. Since the bylaw moving the date to July was never ratified by the membership at the annual meeting in January (which said meeting never occurred), the bylaws have not be officially amended.

Is this a correct statement?

Q2. Are the elections from July 2010 valid since they were not held in accordance with the Bylaws?

A1. Correct. -- "To violate one's bylaws" is not the same thing as "To amend one's bylaws."

A2. Unknown.

You are asking if you are in compliance with your bylaws.

I don't know your bylaws. I don't know the particulars.

• E.g., if the "movement" of the date was equivalent to "a postponement", then all is well. -- You are free to postpone elections.

• E.g., if the "movement" of the date violated previous notice, then you're in trouble. -- You cannot violate previous notice without serious consequences.