Board of 3- SMALL COMPANY

[David A Foulkes]

Yes, and it could also be adopted by the vote of a majority of the entire membership, which, under the circumstances you describe, will most likely be easier to obtain.

I'm just thinking in the case of a membership of 25 (all present) and a vote of 10-5 with 10 abstentions, the amendment would still be adopted even though the affirmative was less than a majority of the entire membership.

And the answer to your question in post #22 is also yes (in case you missed it).

I did take that as a "yes" (the smiley helped), but thanks for confirming.

And thanks in general for your replies.

[jstackpo]

I'm just thinking in the case of a membership of 25 (all present) and a vote of 10-5 with 10 abstentions, the amendment would still be adopted even though the affirmative was less than a majority of the entire membership.

Correct - don't forget that you go by the vote that is "easiest" to obtain: "any one of which will suffice" [new text in the 11th], p. 306, l. 31.

[Trina]

If the society has bylaws that are substantially the same as the sample bylaws in RONR, RONR itself tells you that "the" (not "a") object of the notice requirement is "to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration." (P. 581, ll. 12-15).

I don't know... that's not a real knock-em-dead kind of citation. Also, saying that we can interpret the sample bylaws in RONR (to mean that the [sole] reason for a notice requirement is protection of the rights of absentees) is a limited claim, not automatically covering the intent of the writers of other society's bylaws.

In general, this meta-level of interpretation -- pondering the intent behind the bylaws provision, rather than pondering what the words actually say -- seems problematic. Yes, there are certain phrases with defined meanings (such as the 'or until successors are elected' in a definition of terms of office, or the use of 'majority vote' in describing a vote requirement) -- and if such phrases appear in bylaws, then it is proper to use the specific definitions given in RONR to determine the meaning of that portion of the bylaws. However, claiming that a bylaws provision requiring previous notice reveals a specific intent of the bylaws writers (and no other intent), and that this imputed intent then leads to procedural consequences (no need to formally suspend the rule if all members are present) seems implausible to me.

The meaning (not the intent) of a bylaws provision requiring notice seems perfectly clear -- namely, that notice is required. The language on pp. 263-264 also seems perfectly clear. Incidentally, the footnote on p. 264 (a 'body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present') also paints a picture of an assembly, with all members present, which is contemplating a vote to suspend the rule regarding the quorum requirement, but is informed by the footnote that it is not allowed to suspend that rule. The hypothetical assembly is not contemplating whether or not the rule vanished when the last member entered the meeting room.

[David A Foulkes]

(snip...)

There are two layers at work here with regard to notice of amending the bylaws: 1) alerting the members that a bylaw amendment will be proposed at a subsequent meeting, and 2) alerting the members to the content of that amendment. Since the ostensible purpose of notice is to "alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration", it seems inarguable that content would not play a substantial part in this, for without knowing what the amendment contains, how do you know whether it interests you enough to attend?

Indeed, the notice could simply be "that an increase in dues will be proposed", as opposed to the slightly more informative "that dues be increased to $50 annually", or even the inclusion of the complete text of the amendment. But it seems ineffective to "alert the members" without including the what of the amendment so they can make an informed decision whether to attend the meeting or not. The implication then here is that both advanced knowledge of a pending amendment as well as advanced knowledge of the content of that amendment are part and parcel ingredients of notice.

If, as in the RONR sample bylaws, the notice requirement is that "the amendment has been submitted in writing at the previous meeting", it would seem to me that when that previous meeting adjourns, all bets are off for consideration of an amendment at the next meeting. Effectively, the membership goes home from the February 1st meeting with the knowledge that they will not walk in to the March 1st meeting facing a bylaw amendment. To be able, even in the face of a full membership attendance at the March meeting, to (as I like to think of it) retroactively suspend the rules so that the requirement of notice at the previous (February) meeting no longer applies seems ..... oh, I guess I'll just have to go with wrong. (I tried to come up with something better, but that just says it all actually)

The typical original main motion (to paint the barn red) has no requirements of notice, nor does it have a required voting threshold above the standard minimum of a majority if those present and voting. There are motions (e.g. Rescind) that may have a higher than normal voting threshold as a rule (2/3 or MEM), but even that can be reduced to a majority of those present and voting if notice of the motion is provided. Such is the power and authority of notice!

But RONR takes great pains to assert, more than once, that amendment of the bylaws is something a bit more than slapping a coat of discount paint on some old boards. And in the absence of a bylaw provision on amendment, the requirement is more than half of all the members, which can still be reduced to a 2/3 vote ......with notice. (Why heck, you can't even give enough notice to get it down to a majority vote, they're that important!!) So even in the face of less than a majority of the membership in attendance, an amendment can still be adopted, and even by a small group (at least 2/3 present and voting, yes, but that can be a small number compared to MEM) ......... with Notice. Such is the power and authority of notice.

P of I #4 states "There is a presumption that nothing has been placed in the bylaws without some reason for it."

I move to strike "the bylaws" and insert "RONR."

Incidentally, the footnote on p. 264 (a 'body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present') also paints a picture of an assembly, with all members present, which is contemplating a vote to suspend the rule regarding the quorum requirement, but is informed by the footnote that it is not allowed to suspend that rule. The hypothetical assembly is not contemplating whether or not the rule vanished when the last member entered the meeting room.

I don't get this footnote. Even if a body had the authority to suspend the rule regarding the quorum, until they do that (suspend the rule), they couldn't do that if they didn't have a quorum in the first place, right? So, why bother? And secondly, they can't suspend the rule regarding quorum even if all members are present --- in which case I'd like to think they've met their quorum requirement handily. I mean, the quorum number can't be larger than the entire membership, can it? Or...... can it???

[Dan Honemann]

I don't get this footnote. Even if a body had the authority to suspend the rule regarding the quorum, until they do that (suspend the rule), they couldn't do that if they didn't have a quorum in the first place, right? So, why bother? And secondly, they can't suspend the rule regarding quorum even if all members are present --- in which case I'd like to think they've met their quorum requirement handily. I mean, the quorum number can't be larger than the entire membership, can it? Or...... can it???

The paragraph that begins on page 263, line 29, tells you that the rule requiring the presence of a quorum is a rule which (just like a rule requiring previous notice of a proposed amendment to the bylaws) protects absentees if there are any, meaning that, if there aren't any absentees, the rule has no applicability. Therefore, if the bylaws of a society say that twenty members shall constitute a quorum for meetings of its membership, if the society's membership has been reduced to less than twenty members, but all of them are present at a meeting, the rule has no applicability (and just like the rule relating to previous notce, there need not be any motion for its suspension).

The first footnote on page 264 is alerting you to the fact that this does not apply, for example, to the society's executive board. It tells you that, if the bylaws of a society say that twenty members shall constitute a quorum for meetings of its executive board, if the board's membership has been reduced to less than twenty members the board is powerless to act even if all of them are present at a meeting.

[Dan Honemann]

I don't know... that's not a real knock-em-dead kind of citation. Also, saying that we can interpret the sample bylaws in RONR (to mean that the [sole] reason for a notice requirement is protection of the rights of absentees) is a limited claim, not automatically covering the intent of the writers of other society's bylaws.

In general, this meta-level of interpretation -- pondering the intent behind the bylaws provision, rather than pondering what the words actually say -- seems problematic. Yes, there are certain phrases with defined meanings (such as the 'or until successors are elected' in a definition of terms of office, or the use of 'majority vote' in describing a vote requirement) -- and if such phrases appear in bylaws, then it is proper to use the specific definitions given in RONR to determine the meaning of that portion of the bylaws. However, claiming that a bylaws provision requiring previous notice reveals a specific intent of the bylaws writers (and no other intent), and that this imputed intent then leads to procedural consequences (no need to formally suspend the rule if all members are present) seems implausible to me.

The meaning (not the intent) of a bylaws provision requiring notice seems perfectly clear -- namely, that notice is required. The language on pp. 263-264 also seems perfectly clear. Incidentally, the footnote on p. 264 (a 'body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present') also paints a picture of an assembly, with all members present, which is contemplating a vote to suspend the rule regarding the quorum requirement, but is informed by the footnote that it is not allowed to suspend that rule. The hypothetical assembly is not contemplating whether or not the rule vanished when the last member entered the meeting room.

The statement in RONR (on p. 581, ll. 12-15) that “the” object of a bylaw provision requiring previous notice of a proposed bylaw amendment is "to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration", is simply advice concerning how a bylaw provision such as the one in Article IX of the sample bylaws should be interpreted. The rules make no attempt to mandate such an interpretation, but if RONR is an organization’s parliamentary authority, it should regard its advice as being highly persuasive. When so interpreted, such a provision protects only absentees, and if there are none, it is inapplicable.

Some may feel that the purpose of such a bylaw provision is not just to protect absentees, but that it may also have as one of its purposes the protection of the members who are present against having a bylaws amendment sprung on them at a meeting, with no prior opportunity to look at it or think about it (as expressed in post #10). However, as far as the rules in RONR are concerned, the motions to Postpone and to Commit already provide ample protection against this sort of thing. If the intent of a bylaw provision is to prevent a majority of the members present at a meeting, at which one hundred percent of the members are present, from considering something they want to consider, it had better say so rather explicitly.

Okay, okay, I'll quit.