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ByLaw Changes


Guest Softball Mom

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I can not find anything in our bylaws about making changes, etc. Recently our board held a "secret" board meeting and voted to amend the bylaws to state that anyone who resigned from a board position is inelegible to be on the board for 2 years. My questions are...are they able to do make those changes without the knowledge of the membership? Can they make it retro-active? There is alot more going on with this board but I am not familiar enough with Roberts Rule of Order to know if they can make these bylaw changes the way that it was done.

Thank you.

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I can not find anything in our bylaws about making changes, etc. Recently our board held a "secret" board meeting and voted to amend the bylaws to state that anyone who resigned from a board position is inelegible to be on the board for 2 years. My questions are...are they able to do make those changes without the knowledge of the membership? Can they make it retro-active? There is alot more going on with this board but I am not familiar enough with Roberts Rule of Order to know if they can make these bylaw changes the way that it was done.

Do the bylaws grant the Board the authority to amend the bylaws without any sort of oversight/approval by the Membership?

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I can not find anything in our bylaws about making changes, etc.

Not to question you unnecessarily, but there is nothing in your bylaws at all about amending the bylaws? It's certainly possible of course, but often times when a guest here says "our bylaws say nothing about...", they later reply with "the bylaws only say xxxxxx" and there we are.

"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)

If the bylaws don't give the Board the (exclusive) authority to amend the bylaws, then they can't. Boards only have the powers and authorities as prescribed by the bylaws. Everything else belongs to the membership. "A society has no executive board, nor can its officers act as a board, except as the bylaws provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." (RONR 10th Ed. p. 465 l. 26-30)

So, you might want to ask the Board under just what authority they have acted in this "secret" meeting to amend the bylaws. If they provide you with proof positive, so be it. Otherwise, their changes are null and void. Take back your organization at the next election.

Not knowing what sort of organization you are (public, HOA, etc) you may have other governing rules in force beyond bylaws and RONR.

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The bylaws state "The league shall be known as the *******., and shall be governed by Robert's Rules of Order except when such rules are in conflict with specific points of these Bylaws."

Going through the bylaws, there is nothing noted about changing/amending bylaws. So I guess my question is if it is not clearly defined, what would be the process for changing/amending the bylaws??

Thanks

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The bylaws state "The league shall be known as the *******., and shall be governed by Robert's Rules of Order except when such rules are in conflict with specific points of these Bylaws."

Going through the bylaws, there is nothing noted about changing/amending bylaws. So I guess my question is if it is not clearly defined, what would be the process for changing/amending the bylaws??

Thanks

Since your bylaws apparently have no amendment provision you would refer to the citation that Mr. Foulkes gave to amend them.

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That would be a question of bylaw interpretation for them to figure out.

However, I think it's a big stretch to consider that language to be sufficient to give the board the power to amend the bylaws. IMO it would take a specific statement in order for them to have that power.

Perhaps a clue might come from the power to elect members of the Board. If the board has that power, maybe they do have all powers. The byalws of this organization probably need a thorough review.

-Bob

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What about amending bylaws and making them "retro-active"?

Probably not. If you mean that this bylaw (restricting eligibility to serve on the Board for 2 years) would apply to someone who resigned the day before it was enacted, I think it would take a proviso stating as such. Otherwise, that person would be as eligible to serve on the board as they would have had no amendment been adopted.

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Probably not. If you mean that this bylaw (restricting eligibility to serve on the Board for 2 years) would apply to someone who resigned the day before it was enacted, I think it would take a proviso stating as such. Otherwise, that person would be as eligible to serve on the board as they would have had no amendment been adopted.

I disagree. I think it's quite the opposite - the Bylaw would apply to members who have already resigned from the board, unless a proviso is adopted stating otherwise.

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I disagree. I think it's quite the opposite - the Bylaw would apply to members who have already resigned from the board, unless a proviso is adopted stating otherwise.

Aah, sort of a grandfather clause then? Yes, I see how that makes better sense for this example.

But - let's say Mr. X resigned a year ago, six months before the AGM. He got re-elected to the Board at that meeting. Would adoption of this bylaw amendment then immediately force him out of office? This would then invalidate what was at the time a valid election?

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But - let's say Mr. X resigned a year ago, six months before the AGM. He got re-elected to the Board at that meeting. Would adoption of this bylaw amendment then immediately force him out of office?

I don't see why not.

This would then invalidate what was at the time a valid election?

It's not that it invalidates the election, but that the member is no longer eligible to serve on the board and therefore cannot continue serving. It would, of course, be advisable to adopt a proviso to avoid such problems.

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