No Notice Bylaws Amendment by Majority Vote

[Weldon Merritt]

The 11^th edition, like the 10^th, specifies that amendment of bylaws is subject to the provisions of the bylaws themselves, but if the bylaws contain no such provisions, then the requirement is “(a) previous notice … and a two-thirds vote or ( a vote of a majority of the entire membership.” P. 307, ll. 10-12. I recently worked with an organization whose bylaws specify that they could be amended at any annual or special meeting by a majority vote, but contain nothing about any required notice. They do not say “without notice,” but they also do not specify a notice requirement.

My question is, since the bylaws do contain an article on amendments, and that article does not specify a notice requirement, does that mean that the bylaws can be amended by a majority vote (not MEM) without notice? It seems to me that the answer is “yes,” since the RONR requirement on its face appears to apply only if the bylaws are silent on the method of amendment. In this instance, they are silent only on the issue of notice. (To make matters worse, the quorum for this organization is “the members in attendance,” but that’s another issue.)

[jstackpo]

I've seen similar bylaws and have come to the same conclusion - 1-0 will amend the bylaws.

[Rev Ed]

I would assume that special meetings of the organization require notice of the issues to be discussed at the meeting. Therefore, notice of by-law amendments are meeting would be required. Otherwise, I would say that notice is not required, but perhaps the by-laws need to be amended to state so.

[Rob Elsman]

I would assume that special meetings of the organization require notice of the issues to be discussed at the meeting. Therefore, notice of by-law amendments are meeting would be required. Otherwise, I would say that notice is not required, but perhaps the by-laws need to be amended to state so.

I suspect you need to review RONR (11th ed.), p. 93, ll. 13-21.

[Tim Wynn]

Weldon, if the bylaws contain a requirement for amending the bylaws without mention of a notice requirement, then no notice is required.

So, yes, bylaws with the parameters that you mentioned can be amended by majority vote without notice... at a meeting consisting of one member.

[Gary Novosielski]

Weldon, if the bylaws contain a requirement for amending the bylaws without mention of a notice requirement, then no notice is required.

So, yes, bylaws with the parameters that you mentioned can be amended by majority vote without notice... at a meeting consisting of one member.

Hmm, how big is the treasury, and what's the rule on special meetings? Might be worth the dues plus bus-fare.

[Weldon Merritt]

So, yes, bylaws with the parameters that you mentioned can be amended by majority vote without notice... at a meeting consisting of one member.

That is the same conclusion I reached. I just wondered if anyone had a good argument for saying that since the bylaws do not specifically say "without notice," the notice reuqirment of RONR still applies. So far, it appears that no one does. (Rev. Ed brings up the issue of notice of the bussiness to be conducted at a special meeting, but even that notice would not have to give much detail.)