Guest Henry Posted August 29, 2011 at 08:07 PM Report Share Posted August 29, 2011 at 08:07 PM When a constitution does not contain rules for ammending bylaws other than saying that bylaws can be ammended, do these bylaws require a 2/3 vote? If so, the question then arises, "2/3 of what?". we are assuming that it is 2/3 of the membership. Is this correct? The motion for a recent ammendment was not communicated to the board in advance of the meeting and given this, can the motion be voted on?If we discover that majority has not been reached in the vote how do we "undo" what we have done as a board? What motion needs to be made at the next meeting? Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 29, 2011 at 08:13 PM Report Share Posted August 29, 2011 at 08:13 PM When a constitution does not contain rules for ammending bylaws other than saying that bylaws can be ammended, ....Hard to believe that's all the bylaws say about amending the bylaws, that they can in fact be amended. You sure there isn't a wee bit more about it in there? Anyway....."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)The 2/3 would be of the members present and voting. Not present? Doesn't count. Abstained? Doesn't count. Only those present and voting (i.e. "aye" or "no"). Whether proper notice was provided depends again on whether there really is more in your bylaws about it. However, per RONR, the amendment can be voted on but in this instance (without notice, that is) requires a vote of the majority of the entire membership. That means more than half of your members must be present and vote "aye". Link to comment Share on other sites More sharing options...
Guest Bill Posted September 7, 2011 at 08:33 PM Report Share Posted September 7, 2011 at 08:33 PM Hard to believe that's all the bylaws say about amending the bylaws, that they can in fact be amended. You sure there isn't a wee bit more about it in there? Anyway....."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)The 2/3 would be of the members present and voting. Not present? Doesn't count. Abstained? Doesn't count. Only those present and voting (i.e. "aye" or "no"). Whether proper notice was provided depends again on whether there really is more in your bylaws about it. However, per RONR, the amendment can be voted on but in this instance (without notice, that is) requires a vote of the majority of the entire membership. That means more than half of your members must be present and vote "aye". Link to comment Share on other sites More sharing options...
Guest Bill Posted September 7, 2011 at 08:45 PM Report Share Posted September 7, 2011 at 08:45 PM I have a question about "present and voting". Does this also cover situations such as members being late getting back after lunch and not being present for the vote (even though they were counted in the original number present)? Or, in the case where a member or group of members deliberately walks out of the meeting knowing it will affect the number needed for a majority? And, does this clause need to be spelled out in the bylaws, or is it always understood to be the members "present andvoting"? Link to comment Share on other sites More sharing options...
David A Foulkes Posted September 7, 2011 at 08:56 PM Report Share Posted September 7, 2011 at 08:56 PM I have a question about "present and voting". Does this also cover situations such as members being late getting back after lunch and not being present for the vote (even though they were counted in the original number present)? Or, in the case where a member or group of members deliberately walks out of the meeting knowing it will affect the number needed for a majority? And, does this clause need to be spelled out in the bylaws, or is it always understood to be the members "present andvoting"?It's always understood here. Out there? In the real world? I couldn't tell you what is "understood", especially judging from some of the posts here.Anyway, as long as a quorum is present, business proceeds no matter how many people who were in attendance earlier have not returned from lunch in time to vote, or walked out before voting, or have been abducted. It's a question of how many members voted (thereby we assume being present at the time the vote was taken). And to be present you have to be in the room during the vote. Present and voting. Link to comment Share on other sites More sharing options...
Rob Elsman Posted September 8, 2011 at 01:15 AM Report Share Posted September 8, 2011 at 01:15 AM I have a question about "present and voting". Does this also cover situations such as members being late getting back after lunch and not being present for the vote (even though they were counted in the original number present)? Or, in the case where a member or group of members deliberately walks out of the meeting knowing it will affect the number needed for a majority? And, does this clause need to be spelled out in the bylaws, or is it always understood to be the members "present andvoting"?Present means physically in the one room or area where the meeting is being held at the time the affirmative or the negative is called for. Link to comment Share on other sites More sharing options...
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