Did we handle this correctly

[Guest Anne Gentry]

We have one annual meeting a year.

The by-laws read:

Any member desiring to bring any business before the annual meeting, will submit in writing to The Board of Directors thirty (30) days prior to the annual meeting.

We had 2 members who submitted possible by-law changes to the president more than 30 days before the annual meeting. The Board meeting where the president presented these possible by-law changes to the board was 27 days before the annual meeting. The board recomended the membership vote for 4 of the changes and against one of the changes.

We now have a member saying the by-laws can not be considered by the membership becuase they were not presented to the entire board 30 days prior to the annual meeting.

Your thoughts please????

ps, I have so far entered 5 verification codes....my old eyes can not read it.

[Chris Harrison]

It will be up to you all to interpret your bylaws. I think that it could be reasonable to argue that the 30 day rule is saying that the member needs to get it to the Board at least 30 days before the Annual Meeting but it also could be reasonable to argue that the Board must have it for their consideration at a meeting at least 30 days before the meeting. See RONR pp. 588-591 for some principles of interpretation.

[Guest Edgar]

ps, I have so far entered 5 verification codes....my old eyes can not read it.

It may be cold comfort but . . . you're not alone.

[Guest wjhyq]

It will be up to you all to interpret your bylaws. I think that it could be reasonable to argue that the 30 day rule is saying that the member needs to get it to the Board at least 30 days before the Annual Meeting but it also could be reasonable to argue that the Board must have it for their consideration at a meeting at least 30 days before the meeting. See RONR pp. 588-591 for some principles of interpretation.

Thanks for the page reference. I am actually on vacation and this issue was emailed to me. My RONR is at home. Will look it up as soon as I get back. My belief is that if taken to the membership it is a no brainer, it would be oked...they would want to vote on the bylaws. This is just one member trying to block things coming before the membership, but, that said, I really stress that we want to be Upfront and do things correctly.

Any one else with thoughts or suggestions?

[Guest Edgar]

Any one else with thoughts or suggestions?

The two members can submit their proposed bylaws amendments at the annual meeting. The "one member trying to block things" can raise a point of order to the effect that the 30-day requirement wasn't met. The chair will rule on the point of order. The ruling can be appealed. The members, by majority vote, will decide who's "right".

[tctheatc]

We have one annual meeting a year.

That sounds about right.

As for the other issue, it sounds as if this "discussion" is taking place outside a meeting. Nothing will be decided there, but rather, at the meeting, as Edgar noted. I didn't see anything in your bylaws about failure to submit 30 days in advance means it can't be considered. Maybe that's implied, but that's for you folks to decide....at the meeting. If the amendments aren't brought forth, the 2 proposing them should speak up.

[Guest Anne Gentry]

That sounds about right.

As for the other issue, it sounds as if this "discussion" is taking place outside a meeting. Nothing will be decided there, but rather, at the meeting, as Edgar noted. I didn't see anything in your bylaws about failure to submit 30 days in advance means it can't be considered. Maybe that's implied, but that's for you folks to decide....at the meeting. If the amendments aren't brought forth, the 2 proposing them should speak up.

I like what you guys are saying. I am going to email back to the president and suggest she email the member to say that the board had no issue with the submission, but, if he wants to try and deny the membership the opportunity to vote and decide for themselves at the meeting.... If this member trys to push it, well, fine, we go to point of order and let the members decide. Yall agree? urrrr on my 6th verification code, 7th..,,,,9th...

[jstackpo]

urrrr on my 6th verification code, 7th..,,,,9th...

For goodness sake, log in. This club is open to all. You will avoid the CAPTCHA fights in the future

[Guest Edgar]

For goodness sake, log in. This club is open to all. You will avoid the CAPTCHA fights in the future

I suspect there are many visitors who, quite naturally, think that "members" are those with the knowledge and/or experience to answer questions on this forum, while "guests" are those who are here, perhaps only on one occasion, to ask a question or two. Encouraging guests to become members does nothing to solve the CAPTCHA problem. You might as well require all posters to first become members.

[jstackpo]

I

Encouraging guests to become members does nothing to solve the CAPTCHA problem.

Sure it does -- the person only has to fight the CAPTCHA one last time, when "joining" our august group.

What's holding you back?

Click on the green Open Account button.

[Guest Edgar]

Sure it does -- the person only has to fight the CAPTCHA one last time, when "joining" our august group.

The CAPTCHA problem is not that one can opt to fight it one last time, the problem is that one is being asked to fight it at all. It is, in too many instances, literally indecipherable.

And it's still no way to treat a guest. But, of course, my quarrel is not with you.

[Dan Honemann]

The CAPTCHA problem is not that one can opt to fight it one last time, the problem is that one is being asked to fight it at all. It is, in too many instances, literally indecipherable.

And it's still no way to treat a guest. But, of course, my quarrel is not with you.

But this quarrel of yours does not belong in this General Discussion forum.

[David A Foulkes]

Any one else with thoughts or suggestions?

I guess the question is does submitting a bylaw amendment to the President equate to submitting to the Board of Directors? In general terms (at the least), the Board of Directors (as that body) is present only at meetings of the Board. Consider if the Board did not meet at all within the 30 days prior to the annual meeting. Would it be enough to submit to only the President? Would you need to submit to all the board members? Only a majority? Where is that line?

[SaintCad]

I would say look at the wording. There is nothing to indicate that the bylaws need to be presented to each member of the board in writing individually but rather "The Board" in general. If the member claims that this is an incorrect interpretation i.e. that each member of the Board needs to receive the change from the member in writing individually then that never happened because "the president presented these possible by-law changes to the board" so the member didn't give the change to the Board members, the President did.

If it is standard procedure to give the President the proposed changes in writing and then they give it to the full board, a strict reading would say that no bylaw should have ever been considered. If this is not the interpretation you want (and I doubt it is) and instead you want the submission to the President count as submitting it to "The Board" then while I agree that the intent may be that the full Board have 30 days to consider the changes (Chris H.), it does not negate the fact that the changes should still be considered. You cannot hold the member accountable for the President's actions of giving it to the Board 3 days later that desired.