amending by-laws

[Guest Andy Krotseng]

Our current by-law regarding amendments reads:

There shall be no suspension of any part of these By-Laws, although proposed amendments to these By-Laws may be submitted in writing to the Documents Committee at least twenty-five (25) days before any regularly scheduled General Membership meeting. Upon completion of the Committee's review, the Secretary shall read the proposed amendment to the general membership at the next General Membership meeting and shall post same on the bullitin board and shall send a copy of same to the members. At the following General Membership meeting, the proposed amendment(s) may be accepted by a favorable vote of two-thirds (2/3) of the ballots cast at the meeting or by absentee ballot cast earlier and received prior to the meeting.

_______

Prior to the most recent General Membership meeting I (as a trustee) noted to the Documents Chair that there was a mistake in the printed changes to the By-Laws, and a duplication of language.

At the most recent General Membership meeting, printed copies (including mistakes) were passed out to those present. An announcement was made by the Documents Committee Chair that there had been a mistake, and to please insert the language that was ommitted. A motion was made and accepted and passed that waived the reading by the Secretary. I made a Point of Order that the By-Laws do not allow for a waiver of reading the amendment. The Documents Committee Chair stated that we were not suspending the By-Laws, just waiving the reading. There was much heated discussion, and no resolution. The proposed changes were not read. The body did not resolve the mater and moved on.

At this time the proposed amendments (including mistakes) have been mailed and received by the membership.

I am claiming the following:

1. That since the amendments were not read at the General Membership meeting, that the vote is invalid. The Commodore (who presides over the General Membership meeting) at the next General Membership meeting can rule the Point of Order in order, and require that the reading take place at the next General Membership meeting.
   
2. That since the amendments were sent out with mistakes, that those will need to be corrected and sent out (and posted) as stated in the By-Laws.
   
3. That any ballots received related to the amendments are to be destroyed as invalid.
   
4. That new ballots that can be identified as new be sent with the corrected amendments.
   
5. That the vote be moved back one General Membership meeting, as if the first try never existed.
   

Please comment on the Point of Order and the steps I present.

There are some that think By-Law amendments should be easier to complete. I believe that difficulty is part of the process, causing thinking and reflection on the matter. Our club is nearing it's 100th year, and has been typically cautious in its approach to changes.

Thanks,

Andy

[jstackpo]

Although we here cannot be the final arbiters about the meaning or interpretation of your bylaws -- only the members of the association can, collectively - see pp. 588 ff -- it looks to me, from what you describe, that your 5 claims are correct. But, don't forget, I ain't a member of your group.

[Guest Guest]

Thank you for your words. I appreciate that the body collectively will ultimately decide. My main concern is that it is a valid interpretation that our rules do not appear to allow waiving the reading of the amendments.

[Sean Hunt]

That since the amendments were not read at the General Membership meeting, that the vote is invalid. The Commodore (who presides over the General Membership meeting) at the next General Membership meeting can rule the Point of Order in order, and require that the reading take place at the next General Membership meeting.

This is not the case. The requirement that the bylaw amendment be read at the meeting is in the nature of a rule of order since it relates to procedure at the meeting, so it is suspendable.

That since the amendments were sent out with mistakes, that those will need to be corrected and sent out (and posted) as stated in the By-Laws.

I don't fully understand the ramifications of the rules, but there is certainly no way by which a member, casting a mail-in ballot, could be voting for anything other than exactly that question which was stated on the mail-out.

That any ballots received related to the amendments are to be destroyed as invalid.

While your group has final interpretation, if it is possible to instead be voting on the question with the mistake and that would comply with every other requirement, then the question is actually on the amendment with the mistake, and its approval would approve it, mistake and all. If there is no way by which the question sent out could possibly be valid without violating a basic right of a member, then certainly the vote is out of order; although how this interacts with the timeliness requirement is for you to decide.

1. That new ballots that can be identified as new be sent with the corrected amendments.
   
2. That the vote be moved back one General Membership meeting, as if the first try never existed.

That would be up to your organization, I think.

[Trina]

This is not the case. The requirement that the bylaw amendment be read at the meeting is in the nature of a rule of order since it relates to procedure at the meeting, so it is suspendable.

...

Yet, see the words of the original poster:

>>

Our current by-law regarding amendments reads:

There shall be no suspension of any part of these By-Laws...

<<

I think that would guard all bylaws against suspension, even those normally suspendable as being in the nature of rules of order.

[Sean Hunt]

Yet, see the words of the original poster:

>>

Our current by-law regarding amendments reads:

There shall be no suspension of any part of these By-Laws...

<<

I think that would guard all bylaws against suspension, even those normally suspendable as being in the nature of rules of order.

Oh, yes, in that case I would definitely tend to agree that the rule is unsuspendable, and therefore that a bylaw amendment taken without reading the bylaws is contrary to the bylaws and thus null and void.