Amending By Laws

[Sean Hunt]

Notice applies only to the meeting for which it is given.

[Trina]

Notice applies only to the meeting for which it is given.

Well, and how would that rule be applied in this situation?

[Tim Wynn]

Notice applies only to the meeting for which it is given.

See RONR (11th ed.), p. 581, ll. 7-15, which indicates that, while steps should be taken to prevent it from happening, notice CAN last indefinitely, without exhaustion.

[Trina]

See RONR (11th ed.), p. 581, ll. 7-15, which indicates that, while steps should be taken to prevent it from happening, notice CAN last indefinitely, without exhaustion.

I don't know -- does the citation really apply in a case where the members could reasonably assume the noticed event is over and done with? The cited passage seems to deal more with the situation where notice is given an indefinite length of time ahead of the event, so people aren't sure when the event is actually going to take place.

[Tim Wynn]

I don't know -- does the citation really apply in a case where the members could reasonably assume the noticed event is over and done with? The cited passage seems to deal more with the situation where notice is given an indefinite length of time ahead of the event, so people aren't sure when the event is actually going to take place.

The cited passage is a warning for those who are writing provisions about notice requirements.

The language of the provision could accidentally allow for notice to last forever, thereby nullifying its purpose, and this could apply to almost any situation, depending on the actual language. As always, its impossible to say for sure without all of the exact details.

[Guest Gary c Tesser]

See RONR (11th ed.), p. 581, ll. 7-15, which indicates that, while steps should be taken to prevent it from happening, notice CAN last indefinitely, without exhaustion.

Tim, I disagree; I think the excellent Hunt has it. P. 121 (in the new book with the unremarkable cover and faintly acrid new-book smell from p. 402 - 3, where instead the spine oughtta be splitting by now like it did with our copies of the 10th) tells haow notice is to be properly given; p. 181 just cautions against a possible horrible mistake in writing bylaws: it doesn't imply that saying "a" previous meeting is in any way sane or legitimate (except to the extent that the bylaws can legitimize suspending the law of gravity and allowing non-member crocodiles to second motions if they bring a proxy for it).

(Trina,) I don't think the book makes it clear (although I haven't checked everything in the 11th; if the answer to this question about notice is buried in spiffy new wording in "Reports of Committees" or Section 41, which a few years ago the esteemed and somewhat missed mononymous Bill and I vowed to poke our eyeballs out if ever we had to read it again, ... well, too bad!), but it seems obvious that if notice **HAD** been properly given, then the supposed adoption of the bylaws amendment has to have exhausted it.

This reminds me of an argument we had a few years ago (IIRC, Kim featured prominently -- where has he been??!? -- JJ, do you remember it?) where it was proposed that previous notice of a motion could be used twice in the **same** meeting, I forget how. Boy, did sparks fly then!

[Guest Edgar]

(IIRC, Kim featured prominently -- where has he been??!?

He most recently posted on 14 October 2011.

[Tim Wynn]

Tim, I disagree;

There's nothing in my post with which to disagree. You must be attaching some additional meaning to what I have written, for which I do NOT choose to share credit.

[Gary Novosielski]

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.

I agree that one of the most effective methods of indicating one's intent to do something is to actually do it. So I'd be willing to entertain the notion that a failed attempt to introduce a motion could serve as previous notice for the next meeting.

But in this specific case the bylaws (seem to) require that such notice must be in writing. Therefore, if the motion was not offered in writing, that would (appear to) rule it out as a valid instance previous notice.

[Trina]

I agree that one of the most effective methods of indicating one's intent to do something is to actually do it. So I'd be willing to entertain the notion that a failed attempt to introduce a motion could serve as previous notice for the next meeting.

...

However, most of the members at the meeting arguably had no clue that it was a 'failed' attempt.Which brings me back to my earlier concern -- if the members think the bylaws have been successfully amended by the vote taken at the meeting, then isn't any notice-like effect already used up, so to speak? The fact that the vote was a 'failed attempt' would not become clear unless/until a point of order is raised at a future meeting. In the interim, how can one claim that notice has been given?

Or, to look at it another way, imagine that notice had been properly given at the preceding meeting (call it meeting 1), and that the motion to amend had been properly made at the meeting (call it meeting 2) described in the original post, and that the amendment(s) had been adopted by the assembly at meeting 2. No one would now contend that someone at the next meeting (meeting 3) could stand up and validly propose a further amendment to the adopted bylaws changes (even if that further amendment is clearly within the scope of the notice given at meeting 1). The notice is no longer in effect at meeting 3.

Why is this situation different? Just because the members are mistaken in their belief that they validly adopted the bylaws amendment(s)?

[Gary Novosielski]

However, most of the members at the meeting arguably had no clue that it was a 'failed' attempt.Which brings me back to my earlier concern -- if the members think the bylaws have been successfully amended by the vote taken at the meeting, then isn't any notice-like effect already used up, so to speak? The fact that the vote was a 'failed attempt' would not become clear unless/until a point of order is raised at a future meeting. In the interim, how can one claim that notice has been given?

Or, to look at it another way, imagine that notice had been properly given at the preceding meeting (call it meeting 1), and that the motion to amend had been properly made at the meeting (call it meeting 2) described in the original post, and that the amendment(s) had been adopted by the assembly at meeting 2. No one would now contend that someone at the next meeting (meeting 3) could stand up and validly propose a further amendment to the adopted bylaws changes (even if that further amendment is clearly within the scope of the notice given at meeting 1). The notice is no longer in effect at meeting 3.

Why is this situation different? Just because the members are mistaken in their belief that they validly adopted the bylaws amendment(s)?

You raise some good points.

It's also worth noting that we are in agreement on the result: The motion to amend was not properly noticed, and is a continuing breach.

I said I was willing to entertain the notion, but in this instance not the motion.