Does vote of general membership override rules stated in bylaws?

[Guest Barbara Lutz]

The general membership voted to postpone vote on bylaws with stipulation that vote on newly revised bylaws take place in 30 days. Current bylaws state that proposed amendments to bylaws must be approved by board of directors and published in organization's newsletter the month prior to next scheduled general meeting. Nothing in cuurent bylaws cover electronic notification in lieu of publication in newsletter. Does the vote of General meeting override bylaws?

[Guest Edgar]

Does the vote of General meeting override bylaws?

No, not unless the proper procedure for amending the bylaws was followed.

[jstackpo]

However, if you have already complied with the Amendment requirements (Board approval, publication, &c.) there is nothing improper about postponing the consideration of the amendments until the next meeting -- or a Special meeting called for the purpose. You vote on the postponement at the meeting when the amendments were first scheduled to be considered. I presume that is what you did.

[Guest Barbara Lutz]

Proper procedure for amending the bylaws was followed. Must the revised bylaws, with the changes recommended at the general meeting, be posted as per current bylaw amendment article before membership can vote at a called meeting?

[Guest Edgar]

Proper procedure for amending the bylaws was followed. Must the revised bylaws, with the changes recommended at the general meeting, be posted as per current bylaw amendment article before membership can vote at a called meeting?

You always have to obey your current bylaws. And the new amendments don't become part of the current bylaws until all the proper procedures have been followed. So if this "posting" requirement was part of the "old" bylaws, you have to follow it until it's removed (by proper amendment). And if it has been removed by amendment, it's removal doesn't take effect until you've followed all the "old" rules.

In other words, there are no other bylaws except the current bylaws.

And now I'm confusing myself so please hang in there (or here) if your question hasn't been answered.

[Guest Barbara Lutz]

The motion for postponement was made when the amendments were scheduled to be voted upon. A friendly motion was made for discussion of the changes before the postponement motion was voted on. In the discussion it was decided that changes were to be made to the original amendments, hence the revision. Can a meeting to vote on the revised amendments be called without publishing the revisions? They could be posted in the notice of the meeting.

[Guest Edgar]

Can a meeting to vote on the revised amendments be called without publishing the revisions?

Ah ha. So the amendments that were originally proposed (with the required publication in your newsletter) have been changed and you're asking if you have to re-publish the changed proposals?

RONR might say that if the changes fall "within the scope" of the original proposals, no further notice is necessary. But your rules may be more stringent. And if your rules do require such notice, you might want to follow them precisely and not arbitrarily substitute a notice in the announcement of the meeting for notice in the newsletter.

[jstackpo]

You said: "Can a meeting to vote on the revised amendments be called without publishing the revisions? They could be posted in the notice of the meeting."

Yes. Once the full notice requirements for the amendments have been completed -- I gather you did all that -- it is fair game to offer germane amendments to the proposed bylaw amendments at the meeting where the proposals are being considered. Those are the "changes" that "were to be made", I gather, but I can't tell whether you actually voted to make those changes to the proposed (original) bylaw amendments. (Your "friendly motion for discussion" was not really proper when a motion to postpone was pending, but no real harm done.) Posting the contemplated changes to the bylaw amendments is not strictly necessary, but it is a good idea.

At your next meeting, when the postponed motion(s) to amend the bylaws come up again, you should...

1) Formally move that the (original) amendments be adopted. This is technically known as a main motion to amend something previously adopted (the current bylaws are what was "previously adopted"). But before actually voting on them...

2) Allow for amendments to the originals to be offered, discussed, and voted on.

3) Finally, vote to adopt the amendments to the bylaws, as possibly amended in step 2.

Then you are done!

[Guest Barbara Lutz]

Thanks. We didn't vote on anything but the postonement meeting as far as bylaws were concerned, just discussed the changes wanted by some of the membership. Revised bylaws will be written. After we voted for the postponement of the bylaws, we had an election of officers. Is that vote affected by the bylaw postonement?

[jstackpo]

No... presuming you followed the "old" (current) bylaws in whatever they have to say about elections.