Should an executive board be the ones to propose bylaw amendments?

[Guest Beth]

Our bylaws of our organization read as follows:

Article??: By-Laws/Amendments

"These by-laws may be altered, amended or repealed and new by-laws may be recommended by a majority vote of the members of the Executive Board. The text of the proposed amendment or change shall be posted and made available to the general membership for at least 10 days prior to the meeting at which the by-law changes shall be considered and voted upon for approval."

My questions:

1) should the executive board be the only persons involved in drafting proposed changes?

2) Can anyone from general membership, who may be opposed to certain changes have a voice from the floor and request the development of a bylaw review committee for purposes of amending the bylaws so they are reflective of the opinions of the generl membership and not just the views of the executive board? (The nature of some of the changes they are looking to make would be to allow to extend terms of office, stack the nominating committee with existing board members, just to name a couple).

3) There are no provisions in the bylaws defining a quorum for the organization. Meetings are poorly attended. What is done in the case of a vote taking place to amend bylaws when very few general members are present?

Please advise ASAP

[Guest Edgar]

1) should the executive board be the only persons involved in drafting proposed changes?

No, but if that's what your bylaws say (and it's not clear that they do) then that's what you've got to live with until the board can be persuaded to give that authority back to the general membership.

But we can't properly interpret your bylaws on this forum. That would require reading them in their entirety.

[tctheatc]

Our bylaws of our organization read as follows:

Article??: By-Laws/Amendments

"These by-laws may be altered, amended or repealed and new by-laws may be recommended by a majority vote of the members of the Executive Board. The text of the proposed amendment or change shall be posted and made available to the general membership for at least 10 days prior to the meeting at which the by-law changes shall be considered and voted upon for approval."

My questions:

................

3) There are no provisions in the bylaws defining a quorum for the organization. Meetings are poorly attended. What is done in the case of a vote taking place to amend bylaws when very few general members are present?

Please advise ASAP

It appears your bylaws give the executive board power to amend the bylaws. (whether that's exclusive or not I have no idea) But based on what you've shared, what difference does it make how many general members show? It appears it's the board who will decide. Technically speaking, you might be screwed.

[Guest Beth]

My point exactly. Is there a way for the general members to call for the formation of a committee to review the bylaws and propose amendments so that the board does not continue to have the autonomy that it does now? Would it not be more fair representation if a committee were comprised of general members who then present proposed changes to the board for approval before putting it to the floor for a vote?

[Trina]

My point exactly. Is there a way for the general members to call for the formation of a committee to review the bylaws and propose amendments so that the board does not continue to have the autonomy that it does now? Would it not be more fair representation if a committee were comprised of general members who then present proposed changes to the board for approval before putting it to the floor for a vote?

Where does the idea of putting it to the floor for a vote (I assume that means a vote of the general membership) come from? The bylaws passage you quoted talks about making proposed amendments 'available' to the general membership, but doesn't say anything about the general membership actually voting on the amendments at some point. Do you believe the general membership has that authority, perhaps based on other language in the bylaws?

Regarding quorum, if it is not defined in the bylaws, quorum defaults to a majority of the membership (that means more than half the members must attend to achieve quorum). A meeting without quorum can't do much; it certainly can't amend the bylaws.

[Guest Edgar]

Is there a way for the general members to call for the formation of a committee to review the bylaws and propose amendments so that the board does not continue to have the autonomy that it does now? Would it not be more fair representation if a committee were comprised of general members who then present proposed changes to the board for approval before putting it to the floor for a vote?

You'll first need to determine whether the board has the exclusive authority to amend the bylaws. An experienced parliamentarian should be able to help you with this. If that turns out to be the case, your only option may be to elect board members who would be willing to amend the bylaws and restore the authority to amend them back to the general membership.

I wouldn't worry too much about who can propose changes. The real power is in the power to actually make those changes.

[Trina]

...

2) Can anyone from general membership, who may be opposed to certain changes have a voice from the floor and request the development of a bylaw review committee for purposes of amending the bylaws so they are reflective of the opinions of the generl membership and not just the views of the executive board? (The nature of some of the changes they are looking to make would be to allow to extend terms of office, stack the nominating committee with existing board members, just to name a couple).

...

If you are asking about a general member having a voice at a board meeting, which is what this sounds like, if the general member is not also a board member he/she has no rights at all at a board meeting. According to RONR, only members (of the body that is meeting) have a right to attend and participate. The board could choose to allow nonmembers to attend, and could choose to allow nonmembers to speak.

If your bylaws give general members any rights with respect to board meetings, follow your bylaws (they supersede the parliamentary authority).

[David A Foulkes]

3) There are no provisions in the bylaws defining a quorum for the organization. Meetings are poorly attended. What is done in the case of a vote taking place to amend bylaws when very few general members are present?

This is very confusing. Are you talking about general membership meetings being poorly attended? If that is when the amendments are voted upon, are you saying that the vote takes place at general membership meetings? Or are you saying it is at Board meetings, where still very few general members (who are non-members of the Board anyway and their presence or absence has no real meaning anyway) in attendance?

"These by-laws may be altered, amended or repealed and new by-laws may be recommended by a majority vote of the members of the Executive Board....."

This is also confusing to me. So, the Board can, by majority vote, recommend new bylaws? To whom - the general membership? What's the point of recommending changes to the membership when they apparently have no real say in the matter? Why wouldn't the Board just go ahead and adopt the amendments, if in fact they have that authority? Is it only a courtesy (or is it a tease) to make them available to the membership, if they can't really do anything about it?

This bylaw obviously needs to be amended. I hope you can find your way clear to accomplishing that, even if you have to elect a whole new Board when the time comes.