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Our bylaws state "The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, and any special rules of order the Association may adopt."

Under "Admendment of Bylaws", the bylaws state: "At the Annual Meeting, the Bylaws Committee Chairperson will explain each proposed Bylaw amendment, and the members in attendance will vote "yes" or "no" with no changes permitted at that time."

We are having a disagreement on whether the bylaws committee can make some "minor" changes in the wording of a proposed bylaw amendment when it is presented to the membership at the annual.meeting tomorrow. Notice requirements for the original amendment were met. One side says that the changed wording would be within the scope of the original amendment, the other side says our Bylaws supersede RONR and "no changes permitted at that time" means exactly what it says.

Any help would be greatly appreciated.

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We are having a disagreement on whether the bylaws committee can make some "minor" changes in the wording of a proposed bylaw amendment when it is presented to the membership at the annual.meeting tomorrow. Notice requirements for the original amendment were met. One side says that the changed wording would be within the scope of the original amendment, the other side says our Bylaws supersede RONR and "no changes permitted at that time" means exactly what it says.

It's correct that RONR permits amendments which are within the scope of the notice, however, the other members are correct that your Bylaws supersede RONR. What your Bylaws mean, however, is beyond the scope of RONR and this forum. It is up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

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Under "Admendment of Bylaws", the bylaws state: "At the Annual Meeting, the Bylaws Committee Chairperson will explain each proposed Bylaw amendment, and the members in attendance will vote "yes" or "no" with no changes permitted at that time."

That seems an unfortunate bylaw.

So, where do bylaw amendments come from? Can only the Bylaws Committee propose them, or can they come from individual members?

We are having a disagreement on whether the bylaws committee can make some "minor" changes in the wording of a proposed bylaw amendment when it is presented to the membership at the annual.meeting tomorrow. Notice requirements for the original amendment were met.

So, by notice requirements being met do you mean the membership has already received a copy of the proposed amendments? And now the Bylaws Committee wants to make changes to them before the annual meeting is called to order, changing what the membership has received?

Edited by David A Foulkes
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That seems an unfortunate bylaw.

So, where do bylaw amendments come from? Can only the Bylaws Committee propose them, or can they come from individual members?

So, by notice requirements being met do you mean the membership has already received a copy of the proposed amendments? And now the Bylaws Committee wants to make changes to them before the annual meeting is called to order, changing what the membership has received?

The amendments can come from either the Bylaws Committee or individual members. The membership has already received a copy of the proposed amendments and now the Bylaws Committee is being asked to make changes when the committee reports to the membership and brings the amendment up for a vote. The person asking for this to be done is concerned that the current wording could be misinterpreted. The side that contends that the amendment must be presented as is feels the only solution is for this person to address the possible problem and encourage the membership to vote "no". They feel it would be against our current bylaws to change this amendment in any way at this stage.

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The side that contends that the amendment must be presented as is feels the only solution is for this person to address the possible problem and encourage the membership to vote "no".

How about a vote to refer it to committee. Maybe it could be tweaked there and brought back. Your bylaws say no amendments "at that time"? so do them at another time. But as has been noted, you have to decide if that's allowed because your bylaws supersede RONR here.

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How about a vote to refer it to committee. Maybe it could be tweaked there and brought back. Your bylaws say no amendments "at that time"? so do them at another time. But as has been noted, you have to decide if that's allowed because your bylaws supersede RONR here.

I suppose an adjourned meeting of the Annual could be adopted, the bylaw in question could be referred back to the Bylaw Committee, and then they bring it back at the adjourned meeting which is still the Annual meeting, if (as I read it) the bylaws must be voted on at the Annual Meeting. But I'm venturing dangerously into interpretationville, I think.

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While I research a citation, I'll just say that in my opinion, once the notice went out (which I assume included the exact wording of the proposed bylaw amendment(s)) to the membership, the wording can't be changed in the interim before the amendments come before the assembly for a vote.

Well, under RONR, notice only requires the scope and purport of the amendment. Even if the exact wording was given, I don't think this means the wording of the actual motion made must be identical to that, so long as the motion is still within the scope of the notice. Additionally, it would even be possible to make greater changes if there was still time to send a new notice.

I have no idea how this applies under the organization's custom rules.

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And by this you mean issuing a new call of the meeting (so long as any time requirements of issuance of a call noted in the rules are adhered to)?

There's been no suggestion (as far as I could tell) that, in this instance, notice of a bylaw amendment must be included in the call of the meeting (i.e. there's no indication that it can't be provided independently).

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Hmmm... I'm just thinking of page 121 (?) on notice of motions, wherein the two methods of giving notice prescribed are 1) in the call of the meeting, or 2) orally at the previous meeting.

But this Association clearly has its own specialized rules.

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