Providing proposed by-law amendments prior to the meeting in which the vote takes place

[Guest Bill]

Absent a provision in the current by-laws of an organization, must proposed by-law changes be presented to the members of the organization ahead of time? If so, how many days, etc?

Is it correct to present them at their earliest at the beginning or during the meeting in which they are to be voted upon?

Thank you

Bill

[Trina]

'The bylaws should always prescribe the procedure for their amendment... If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice has been given, or they can be amended by the vote of a majority of the entire membership.' (RONR 11th ed. p. 580 l. 25 - p. 581 l. 7).

So, if you expect more than half of the entire membership to attend the meeting in question, and then expect a majority of the entire membership (not just a majority of those attending the meeting) to vote in favor of the un-noticed amendment(s), it would indeed be possible to amend the bylaws without notice.

Do your bylaws say nothing at all about the amendment process?

[Josh Martin]

Absent a provision in the current by-laws of an organization, must proposed by-law changes be presented to the members of the organization ahead of time?

Well, it depends. If your Bylaws have provisions for amendment but unwisely omit a requirement for previous notice, no such notice is required. If your Bylaws have no provisions for amendment whatsoever, then yes, notice is required, although a vote of a majority of the entire membership is an acceptable alternative.

If so, how many days, etc?

The "default" previous notice is not precisely measured in days - rather, notice may be given at the previous meeting or in the call of the meeting.

Is it correct to present them at their earliest at the beginning or during the meeting in which they are to be voted upon?

If your Bylaws have a provision for their amendment but require no notice (which is not recommended), yes. If your Bylaws have no provision for their amendment, no, unless you can obtain a vote of a majority of the entire membership.