board ignoring constitution

[Guest De]

I belong to a 501c3 organization that currently allows membership to spouses of officers and civilian equivalents. This is stated in our constitution and bylaws.

Our president recently sent out an URGENT email stating that the Board of Governors had passed a motion "I move that the club be open to all ranks." The email further stated that she intended the membership to vote on this issue at the next general membership meeting in less than two weeks. No further information was provided on how the constitution would be rewritten to incorporate this motion.

Our current C&B states the following requirement for amendment: "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event."

From my reading of Robert's, this is an improper motion because it conflicts with our C&B and any vote on it would be null and void. Further, that is in violation of the requirement for advance notice, and also does not adequately address proposed constitution changes. When I addressed my concerns to the president, I received the following response:

"The vote will establish precedence for amending the constitution and bylaws. If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes."

Am I correct in my assessment of the president's email notification? Further, if the Board of Governors and President go forward with this vote, what, if any recourse do I have as a member? Thanks

[Tim Wynn]

I belong to a 501c3 organization that currently allows membership to spouses of officers and civilian equivalents. This is stated in our constitution and bylaws.

Our president recently sent out an URGENT email stating that the Board of Governors had passed a motion "I move that the club be open to all ranks." The email further stated that she intended the membership to vote on this issue at the next general membership meeting in less than two weeks. No further information was provided on how the constitution would be rewritten to incorporate this motion.

Our current C&B states the following requirement for amendment: "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event."

From my reading of Robert's, this is an improper motion because it conflicts with our C&B and any vote on it would be null and void. Further, that is in violation of the requirement for advance notice, and also does not adequately address proposed constitution changes. When I addressed my concerns to the president, I received the following response:

"The vote will establish precedence for amending the constitution and bylaws. If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes."

Am I correct in my assessment of the president's email notification? Further, if the Board of Governors and President go forward with this vote, what, if any recourse do I have as a member? Thanks

I don't see any notice requirement in the excerpt of the bylaws that you posted, unless you count the word "posted." It will be up to your organization to decide the meaning of that word, and the rest of the governing documents.

It appears that the board has no part in the amendment process, and it sounds as though the president's take in the situation is that it represents a directive for the Constitution and Bylaws Committee to draft certain language. That directive is not an amendment to the bylaws and does not need to conform to the requirements for amendment.

In the meeting, ask the chair the effect of the motion if it is adopted. This should add done clarity as to what the members are deciding with their votes.

[Josh Martin]

I don't see any notice requirement in the excerpt of the bylaws that you posted, unless you count the word "posted."

Really? Try looking again... "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event." Even if we ignore the word "posted," that sounds like a notice requirement to me - the amendment needs to be presented at the event prior to the event where it is voted on.

[Guest tV5vgh]

Is this what Robert's calls an Improper Motion? This motion is in direct conflict in that our constitution which currently only allows officers spouses and the motion will allow officer and enlisted spouses? Isn't it in effect trying to change with constitution without amending it properly?

[Josh Martin]

Is this what Robert's calls an Improper Motion? This motion is in direct conflict in that our constitution which currently only allows officers spouses and the motion will allow officer and enlisted spouses? Isn't it in effect trying to change with constitution without amending it properly?

I'm not sure. The President's latest e-mail to you has muddied the waters, as what he wants the committee to do isn't entirely clear.

If the President's intent is that the outcome of this motion shall be definitive, and that the work of the drafting committee is simply to amend the Bylaws to conform with the assembly's expressed wish on this subject, yes, it is an improper motion, it conflicts with the constitution, and it violates the notice requirements in the Constitution.

But the President's intent may be something quite different. For instance, the assembly may decide it likes the President's general proposal, but wishes a committee to hammer out all the details and report back proposed amendments at a future meeting. The committee would, of course, have to follow the amendment process in the Bylaws when doing so.

[Tim Wynn]

Really? Try looking again... "The proposed amendment shall be presented at a General Membership event, posted, and voted on by a simple majority at the next regularly scheduled General Membership event." Even if we ignore the word "posted," that sounds like a notice requirement to me - the amendment needs to be presented at the event prior to the event where it is voted on.

Looking again worked. I must have skipped a line in the first reading.

[Guest Guest]

The president's reply on my concerns also included the following. Sounds to me like they view the upcoming vote as membership approval to include new members and then will rewrite the bylaws accordingly. Improper motion?

"If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes that specifically address key points to the constitution during March."

Since advance notice is required, what wording would I use to point out the problem of this vote to the assembly?

Also, could I amend the motion at the upcoming meeting to make it clear that this is not membership approval for this change? What wording is used?

[Josh Martin]

The president's reply on my concerns also included the following. Sounds to me like they view the upcoming vote as membership approval to include new members and then will rewrite the bylaws accordingly. Improper motion?

"If a simple majority of the general membership supports the proposed changes, the constitution and bylaws committee will work to incorporate draft changes that specifically address key points to the constitution during March.

As I said before...

I'm not sure. The President's latest e-mail to you has muddied the waters, as what he wants the committee to do isn't entirely clear. (I'm going to mark these as Scenarios A and B now in order to refer to them easier.)\

A.) If the President's intent is that the outcome of this motion shall be definitive, and that the work of the drafting committee is simply to amend the Bylaws to conform with the assembly's expressed wish on this subject, yes, it is an improper motion, it conflicts with the constitution, and it violates the notice requirements in the Constitution.

But the President's intent may be something quite different. For instance, the assembly may decide it likes the President's general proposal, but wishes a committee to hammer out all the details and report back proposed amendments at a future meeting. The committee would, of course, have to follow the amendment process in the Bylaws when doing so.

Since advance notice is required, what wording would I use to point out the problem of this vote to the assembly?

For Scenario A, raise a Point of Order.

Also, could I amend the motion at the upcoming meeting to make it clear that this is not membership approval for this change?

Maybe. It depends on how exactly the motion is worded. If it's as you noted above - "that the club be open to all ranks," it might be simpler to move to Refer it to a committee. The committee can then propose the exact amendments with proper notice.

What wording is used?

Hard to say for sure, but in the case above, I'd go with something like, "I move to refer the motion to the Constitution and Bylaws committee and that the committee be instructed to draft amendments to accomplish this goal, provide notice of the amendments by (date), and present the amendments for the society's consideration at the meeting on (date)."

[Trina]

It seems to me that a motion to just see if the membership is in favor of the idea:

Our president recently sent out an URGENT email stating that the Board of Governors had passed a motion "I move that the club be open to all ranks." The email further stated that she intended the membership to vote on this issue at the next general membership meeting in less than two weeks.

amounts to a straw poll, which is improper under RONR (p. 429). It may be worse than that, if some of the members are under the impression that their vote in favor will actually lead directly to a change in the membership rules, since the motion (as stated) doesn't make it clear that this is an opinion-only vote..

If the motion is amended into a motion to have a committee draft an amendment to the constitution which will accomplish the change in membership rules, then it turns into a proper motion (and the vote on the motion will still serve, to some extent, to test the waters about the membership's opinion of such a change).