Bylaw Amendments

[Guest Carol]

Can our soccer Executive BOD's meet to change and approve bylaws, replace the current bylaws on our website and NOT inform the membership that changes have been made? Do the members have any recourse?

[Trina]

What do the current (pre-change) bylaws say about the process to amend them?

Certainly it would be unusual for the board to have authority to amend the bylaws. In order for the board to have such authority, it would have to be specifically granted by the bylaws.

[Guest Carol]

Here is what we found: Amendment Procedure. These Bylaws may be amended by majority vote of the Board of Directors at any annual or any regular or special meeting of the directors provided that a copy of the proposed amendment(s) shall have been mailed to all directors with the notice of the meeting.

So, knowing that the general members were going to be voting that all amendment changes needed to be approved/voted on by the general membership at our special meeting of members, the BOD's (we have heard) have made changes to the bylaws so stifle the members. Can we still vote that the new bylaws that the BOD's just changed be put to a vote even though the BOD has already implemented them?

[David A Foulkes]

Here is what we found: Amendment Procedure. These Bylaws may be amended by majority vote of the Board of Directors at any annual or any regular or special meeting of the directors provided that a copy of the proposed amendment(s) shall have been mailed to all directors with the notice of the meeting.

So, knowing that the general members were going to be voting that all amendment changes needed to be approved/voted on by the general membership at our special meeting of members, the BOD's (we have heard) have made changes to the bylaws so stifle the members. Can we still vote that the new bylaws that the BOD's just changed be put to a vote even though the BOD has already implemented them?

I'm going to assume that what you're saying is that this is how the bylaws read now, after the Board changed them. What's important to find out is what the bylaws said about amending them before this change. If the Board was not authorized to amend the bylaws, but rather the membership, then these new bylaws are not valid. Do you (or any other non-board member) have a copy of those prior bylaws?

[Guest Carol]

Those are the bylaws on our website and we believe the old bylaws. We are waiting to get our hands on the amendments to see what they changed.

[David A Foulkes]

Those are the bylaws on our website and we believe the old bylaws. We are waiting to get our hands on the amendments to see what they changed.

Well, these "old" bylaws (and may I then assume these are not being contested?) appear to give the Board the authority to amend them without any required approval from the membership. So it wouldn't seem like you (the membership) gets to vote on anything regarding the changes the Board may have instituted.

However, bylaw interpretation is beyond the scope of this forum. There are some principles of interpretation starting on page 588 in RONR (11th Ed.). Additionally, you may find the services of a professional parliamentarian helpful.

Contact either (or both) the ...

National Association of Parliamentarians

213 South Main St.

Independence, MO 64050-3850

Phone: 888-627-2929

Fax: 816-833-3893;

e-mail: hq@NAP2.org

www.parliamentarians.org

or

American Institute of Parliamentarians

550M Ritchie Highway #271

Severna Park, MD 21146

Phone: 888-664-0428

Fax: 410-544-4640

www.aipparl.org

for a reference or information.

[Trina]

Here is what we found: Amendment Procedure. These Bylaws may be amended by majority vote of the Board of Directors at any annual or any regular or special meeting of the directors provided that a copy of the proposed amendment(s) shall have been mailed to all directors with the notice of the meeting.

So, knowing that the general members were going to be voting that all amendment changes needed to be approved/voted on by the general membership at our special meeting of members, the BOD's (we have heard) have made changes to the bylaws so stifle the members. Can we still vote that the new bylaws that the BOD's just changed be put to a vote even though the BOD has already implemented them?

The key point here (as Mr. Foulkes said) is what the bylaws said about the amendment process before the BOD fiddled with the bylaws. If the BOD did not previously have amendment authority, then they have not implemented anything or changed anything -- their action would be null and void.

What do you mean about 'the general members were going to be voting that all amendment changes needed to be approved/voted on by the general membership at our special meeting of members' ?? You really need to determine what the amendment process was in the pre-change bylaws. If, by chance, the bylaws were silent on the amendment process, then amendment authority was already in the hands of the general membership (according to the default amendment process described in RONR).

[Trina]

Those are the bylaws on our website and we believe the old bylaws. We are waiting to get our hands on the amendments to see what they changed.

Here is what we found: Amendment Procedure. These Bylaws may be amended by majority vote of the Board of Directors at any annual or any regular or special meeting of the directors provided that a copy of the proposed amendment(s) shall have been mailed to all directors with the notice of the meeting.

So, knowing that the general members were going to be voting that all amendment changes needed to be approved/voted on by the general membership at our special meeting of members, the BOD's (we have heard) have made changes to the bylaws so stifle the members. Can we still vote that the new bylaws that the BOD's just changed be put to a vote even though the BOD has already implemented them?

Well, if this is what is said in the pre-change bylaws, then it appears that the BOD does have the right to amend the bylaws (no mention of membership involvement in the quoted text). That leaves the mystery of why the general members are planning a special meeting (apparently) to vote that they (general membership) want to vote on all bylaws amendments . On its face, that sounds like a meaningless exercise. Is there something else in the bylaws or in Robert's Rules (as you understand them) that gives some support to the intended membership action?