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RONR alternative procedures for amending bylaws


Bruce Lages

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A recent thread in the general discussion section raised the issue of the applicability of the previous notice requirement for amending bylaws when all members are present at the meeting at which the vote on the amendment is to be taken. In looking at RONR's alternate methods for amending bylaws when no amendment procedure is specified in the bylaws themselves, I came upon a related question.

RONR says "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." (p. 581, ll. 3-7). Does the "or" phrase refer only to the vote, or does it present an alternative to both the previous notice and the two-thirds vote requirements?

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A recent thread in the general discussion section raised the issue of the applicability of the previous notice requirement for amending bylaws when all members are present at the meeting at which the vote on the amendment is to be taken. In looking at RONR's alternate methods for amending bylaws when no amendment procedure is specified in the bylaws themselves, I came upon a related question.

RONR says "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." (p. 581, ll. 3-7). Does the "or" phrase refer only to the vote, or does it present an alternative to both the previous notice and the two-thirds vote requirements?

The "if previous notice has been given" phrase applies only to the two-thirds vote requirement. If the vote of a majority of the entire membership is obtained, no previous notice is required (although of course previous notice would not prevent the adoption of the amendment).

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I am not quite sure I understand your question but let me see if I'm understanding it. Say there is a 20 member organization, previous notice is given, 18 members show at meeting and vote on the question, 11 vote in favor of the motion. Are you asking if since previous notice was given that 12 votes in favor would be necessary to adopt the amendment even though 11 is still a MEM? If that is the question I would argue that the MEM would suffice since it would seem that RONR considers obtaining a MEM more difficult than a 2/3 vote in the case of amending bylaws which don't have an amendment provision already. If that wasn't your question, I would still be curious to see what folks think (though I would post it in a separate thread if desired).

Edit: Seems like I am not the only one who read the question the same way.

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Are you asking if since previous notice was given that 12 votes in favor would be necessary to adopt the amendment even though 11 is still a MEM?

No, that was not my question. I was just asking if MEM was sufficient without previous notice. I could see situations where MEM could be attained while still having absentees, in which case the absentee protection provided by previous notice would be waived.

it would seem that RONR considers obtaining a MEM more difficult than a 2/3 vote in the case of amending bylaws which don't have an amendment provision already.

There are, however, situations where MEM can actually be easier to obtain than a two-thirds vote.

Shmuel answered my question - thanks much.

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