Amending By Laws

[Guest Tom]

At a meeting last night a motion was passed to amend a section of our bylaws that prohibits spouses and direct family members from serving on the board at the same time. Our bylaws clearly state that to make an amendment there has to be written notice at the previous regular monthly meeting and passed by a 2/3 vote(the vote passed at this meeting). When I pointed out this error after reviewing the bylaws the President sent an email stating that since this occured he was resubmitting this motion now, claiming that the meeting isnt official until the minutes are read at the next meeting, and exercising his power to call a special meeting to be held in 10 days( this is within his power) to revote on this motion. I am arguing that this still doesnt conform with the bylaws. This is being done to stack the board with relatives of board members to create a voting block. They also held elections last night and there were 5 seats being vacated. Our bylaws state elections are to be held in December and they snuck this in as well. This board has become disfunctional and should be disbanded, I realize this, but I also was wondering is a brother in law considered a direct family member? Becuase it turns out that 2 members are related in this way and have been on the board for a year now. Can one of them be removed for this reason?

[J. J.]

At a meeting last night a motion was passed to amend a section of our bylaws that prohibits spouses and direct family members from serving on the board at the same time. Our bylaws clearly state that to make an amendment there has to be written notice at the previous regular monthly meeting and passed by a 2/3 vote(the vote passed at this meeting). When I pointed out this error after reviewing the bylaws the President sent an email stating that since this occured he was resubmitting this motion now, claiming that the meeting isnt official until the minutes are read at the next meeting, and exercising his power to call a special meeting to be held in 10 days( this is within his power) to revote on this motion. I am arguing that this still doesnt conform with the bylaws.

Why don't you think this conforms to the bylaws?

They also held elections last night and there were 5 seats being vacated. Our bylaws state elections are to be held in December and they snuck this in as well.

The date in the bylaws must be followed. Was this a case of filling vacancies?

RONR takes no stand on what constitutes "related." That would have to be defined in your bylaws.

[Guest Tom]

No this wasnt to fill vacancies this was the annual election. Five members terms were up and were not running for reelection.

[Guest Tom]

The bylaws state that to amend there must be a written request at the previous regular monthly meeting. They made a motion last night and voted on it, which should be invalid. Now the president is trying to make a motion via email claiming that the meeting doesnt end until the minutes are accepted at the next meeting and that he is calling a special meeting in 10 days to vote on the issue so they can try to elect this new board.

[J. J.]

The bylaws state that to amend there must be a written request at the previous regular monthly meeting. They made a motion last night and voted on it, which should be invalid. Now the president is trying to make a motion via email claiming that the meeting doesnt end until the minutes are accepted at the next meeting and that he is calling a special meeting in 10 days to vote on the issue so they can try to elect this new board.

I

t sounds like there might have been that request. The minutes are irrelevant, but it was offered at the last regular meeting.

The election is void, as it violates absentee right (p.251). The setting of time of the election in bylaws informs the absentee members of when the election is.

[Guest Tom]

It wasnt offered in writing which is clearly a condition stated in the bylaws. Can he offer the motion in writing the following day and claim it to still be part of the previous meeting??

[Sean Hunt]

No on multiple counts. First, if the meeting has adjourned, it has adjourned. The next time the body meets will be at the next properly-held meeting, either held at a regular time or called in accordance with your bylaws.

Second, the requirement for notice cannot be waived. If the notice was not provided, then at the next meeting, you should raise a Point of Order to this effect. This is a continuing breach of the rules; the motion to adopt the amendment was null and void.

[J. J.]

It wasnt offered in writing which is clearly a condition stated in the bylaws. Can he offer the motion in writing the following day and claim it to still be part of the previous meeting??

The requirement that it be in writing is probably a rule in the nature of a rule of order and it's violation would not create a continuing breach (p. 251 fn.). The key is, by indicating intent at the previous regular meeting, was the notice requirement met. I'd tend to say yes.

It isn't a question of making the motion after the meeting.

[Guest Tom]

Thats what I thought. Now a second question. The bylaws state that no spouse or direct relative can hold a board position at the same time. Lets say for arguments sake that we all agree a brother in law is a direct relative. If they have been allowed to be on the board for a year together and it is now brought up that it violates the bylaws can one or both be removed?

[Guest Tom]

The specific paragraph of the bylaw reads" Additions, amendments, deletions and changes to these bylaws may be done at any monthly meeting by the group with a two thirds vote, providing that the aforementioned has been submitted in writing at the previousregular monthly meeting. Does that help ?

[J. J.]

Thats what I thought. Now a second question. The bylaws state that no spouse or direct relative can hold a board position at the same time. Lets say for arguments sake that we all agree a brother in law is a direct relative. If they have been allowed to be on the board for a year together and it is now brought up that it violates the bylaws can one or both be removed?

Your society would first have to determine that it was a violation. If yes, a point of order could be raised.

[Guest hEjNdk]

[The president is] claiming that the meeting isnt official until the minutes are read at the next meeting.....

Now the president is trying to make a motion via email claiming that the meeting doesnt end until the minutes are accepted at the next meeting ....

And by the way, this is some of the stupidest, BSey crap I've ever heard.

[Tim Wynn]

And by the way, this is some of the stupidest, BSey crap I've ever heard.

I can't imagine why this statement would be made anonymously. I share the opinion that the comments attributed to the president are misguided and unfounded, and I'm willing to attach my name to that sentiment.

[David A Foulkes]

I can't imagine why this statement would be made anonymously. I share the opinion that the comments attributed to the president are misguided and unfounded, and I'm willing to attach my name to that sentiment.

Ha ha ha. Just playin' with that Captcha thing. I think it took me four tries to decipher it.

[Trina]

At a meeting last night a motion was passed to amend a section of our bylaws that prohibits spouses and direct family members from serving on the board at the same time. Our bylaws clearly state that to make an amendment there has to be written notice at the previous regular monthly meeting and passed by a 2/3 vote(the vote passed at this meeting). When I pointed out this error after reviewing the bylaws the President sent an email stating that since this occured he was resubmitting this motion now, claiming that the meeting isnt official until the minutes are read at the next meeting, and exercising his power to call a special meeting to be held in 10 days( this is within his power) to revote on this motion. I am arguing that this still doesnt conform with the bylaws.

...

The bylaws state that to amend there must be a written request at the previous regular monthly meeting. They made a motion last night and voted on it, which should be invalid. Now the president is trying to make a motion via email claiming that the meeting doesnt end until the minutes are accepted at the next meeting and that he is calling a special meeting in 10 days to vote on the issue so they can try to elect this new board.

...

It wasnt offered in writing which is clearly a condition stated in the bylaws. Can he offer the motion in writing the following day and claim it to still be part of the previous meeting??

...

The specific paragraph of the bylaw reads" Additions, amendments, deletions and changes to these bylaws may be done at any monthly meeting by the group with a two thirds vote, providing that the aforementioned has been submitted in writing at the previousregular monthly meeting. Does that help ?

In contrast to how poster J. J. interpreted this sequence of posts, I get the distinct impression from Guest_Tom's description that no previous notice at all was provided. It sounds as though the motion to amend was first introduced and also voted upon at the same meeting. Then, after the meeting, when the bylaws problem was pointed out, the President sent an email -- claiming that his email communication provided the necessary written notice, and that it constituted written notice presented as part of the previous day's meeting (under the President's bizarre theory that that meeting is still in progress until the minutes are accepted). Tom, is this what happened?

If there was no previous notice at all, the vote to amend is null and void, and should be challenged via a point of order at the next meeting. This kind of severe violation is called a 'continuing breach' and can be challenged by a point of order at any time (RONR 11th ed. p. 251, particularly 251(e)).

Also note that, if the special meeting proceeds, someone should promptly raise a point of order that the bylaws specify that amendments to the bylaws are to be voted on at a monthly meeting (assuming that there is no other language somewhere else in the bylaws allowing such a vote at a special meeting), and that it is a violation of the bylaws to vote on the amendment(s) at a special meeting.

They also held elections last night and there were 5 seats being vacated. Our bylaws state elections are to be held in December and they snuck this in as well.

...

No this wasnt to fill vacancies this was the annual election. Five members terms were up and were not running for reelection.

No, elections must be held when the bylaws say they are to be held. The election is null and void, and should be challenged via a point of order. This is another severe violation (continuing breach) that can be challenged at any time.

This board has become disfunctional and should be disbanded, I realize this, but I also was wondering is a brother in law considered a direct family member? Becuase it turns out that 2 members are related in this way and have been on the board for a year now. Can one of them be removed for this reason?

...

The bylaws state that no spouse or direct relative can hold a board position at the same time. Lets say for arguments sake that we all agree a brother in law is a direct relative. If they have been allowed to be on the board for a year together and it is now brought up that it violates the bylaws can one or both be removed?

Whether a brother-in-law is a direct relative is for you all to decide. If you decide that your bylaws do not allow these individuals to be on the board together, a point of order can be raised -- the fact that a violation has been going on for a year does not mean it cannot be challenged when it is discovered (RONR 11th ed. p. 19).

What I wrote suggests that you 'decide' first, and then raise the point of order. In reality, the point of order would be raised by someone, and, in the course of debate, the assembly would interpret the language in the bylaws, and make a decision (see RONR 11th ed. pp. 588-591 for some useful principles of bylaws interpretation).

I'll also add (this post obviously isn't long enough already ) that Tom and his allies (hopefully there are some allies) should be aware that once the chair rules on a point of order, members of the assembly can challenge that ruling. The assembly has the final word, via vote, on whether the chair's ruling should stand or be overturned. I would also recommend that you guys buy a few copies of RONR In Brief (abbreviated RONRIB around here) and, at the very least, read up on point of order, and appeal from the ruling of the chair. The book is relatively inexpensive, doesn't take too long to read, and would provide a useful introduction to proper procedure in dealing with these problems.

[Guest Edgar]

Whether a brother-in-law is a direct relative is for you all to decide.

I'm sure Chris H. is smiling.

[Trina]

I'm sure Chris H. is smiling.

Yeah, I knew it rubbed off from somewhere, but couldn't remember where 'you all' came from

[J. J.]

In contrast to how poster J. J. interpreted this sequence of posts, I get the distinct impression from Guest_Tom's description that no previous notice at all was provided. It sounds as though the motion to amend was first introduced and also voted upon at the same meeting. Then, after the meeting, when the bylaws problem was pointed out, the President sent an email -- claiming that his email communication provided the necessary written notice, and that it constituted written notice presented as part of the previous day's meeting (under the President's bizarre theory that that meeting is still in progress until the minutes are accepted). Tom, is this what happened?

I'm not sure you understand my point (or that Tom does).

The fact that the amendment was discussed at the regular meeting might constitute notice for a future adoption at the special meeting. The fact that it wasn't in writing at that meeting wouldn't invalidate it. It is a question of if what was done at the previous regular meeting constitutes notice for the amendments adoption at the special meeting.

On one hand, the members in attendance were aware that someone wanted the amendment adopted (and apparently discussed it). There should be notice for the special meeting indicating that it will be considered at the special meeting.

On the other hand, the chair didn't handle this correctly as giving notice.

[Trina]

I'm not sure you understand my point (or that Tom does).

The fact that the amendment was discussed at the regular meeting might constitute notice for a future adoption at the special meeting. The fact that it wasn't in writing at that meeting wouldn't invalidate it. It is a question of if what was done at the previous regular meeting constitutes notice for the amendments adoption at the special meeting.

On one hand, the members in attendance were aware that someone wanted the amendment adopted (and apparently discussed it). There should be notice for the special meeting indicating that it will be considered at the special meeting.

On the other hand, the chair didn't handle this correctly as giving notice.

Ah, you're saying that at this point notice has probably been given (by virtue of the motion, discussion, and vote, at the meeting described by Tom -- independent of the President's odd maneuvers after that meeting was adjourned). However, you do agree that the adoption of the bylaws amendment(s) is null and void at this point (continuing breach due to violation of rights of absentees)?

If the bylaws specify that votes on bylaws amendments must be done at a regular monthly meeting, wouldn't it be true that such a vote cannot properly take place at a special meeting, and that someone should raise a (timely) point of order to that effect after the special meeting is called to order?

[Guest 7zzDZ4]

Why timely?

[J. J.]

Ah, you're saying that at this point notice has probably been given (by virtue of the motion, discussion, and vote, at the meeting described by Tom -- independent of the President's odd maneuvers after that meeting was adjourned). However, you do agree that the adoption of the bylaws amendment(s) is null and void at this point (continuing breach due to violation of rights of absentees)?

Absolutely. The vote to adopt the bylaws at the previous regular meeting is null and void. What they did might constitute previous notice. I think you could argue that point.

If the bylaws specify that votes on bylaws amendments must be done at a regular monthly meeting, wouldn't it be true that such a vote cannot properly take place at a special meeting, and that someone should raise a (timely) point of order to that effect after the special meeting is called to order?

Tom, in his first post said, "Our bylaws clearly state that to make an amendment there has to be written notice at the previous regular monthly meeting and passed by a 2/3 vote(the vote passed at this meeting)." He repeated that a few posts later. I'm not sure that the bylaws must be amended at a regular meeting, only that notice must be. Did I miss the reference that the bylaws can only be amended a regular meeting (and I'm not being sarcastic)?

[David A Foulkes]

Did I miss the reference that the bylaws can only be amended a regular meeting (and I'm not being sarcastic)?

The specific paragraph of the bylaw reads" Additions, amendments, deletions and changes to these bylaws may be done at any monthly meeting by the group with a two thirds vote, providing that the aforementioned has been submitted in writing at the previousregular monthly meeting. Does that help ?

Post #10 refers to "any monthly meeting." Whether that means "regular meeting"......

[J. J.]

Post #10 refers to "any monthly meeting." Whether that means "regular meeting"......

It might, but this rapidly moving into bylaw interpretation.

I'd advise the group to err on the side caution, and wait until the next regular meeting. I think this much less clear than the notice requirement.

[Trina]

Why timely?

If the bylaws amendment(s) were adopted at a special meeting (and if this was actually only supposed to be done at a regular meeting, according to the amendment process in the bylaws), I don't think that would constitute a continuing breach, as long as notice was given. That's why I suggested that the point of order would have to be timely.

[Trina]

As a technical question, is notice ever 'exhausted'? In some sense, people who already have gone through the motions of voting on something (and thinking they passed the motion, as in the situation described by Guest_Tom) would quite reasonably assume they are done with the question, rather than assuming that exactly the same thing will be voted on again at a later meeting. I raise this as a concern about the suggestion that has been made -- i.e. that the improper motion and vote on the bylaws amendment(s) might serve as notice for a future motion and vote on the same question.