Amending an already passed resolution

[Guest Duane Eaton]

At it's last meeting the Board of Directors approved a resolution outlining specific conditions that must be met in order to move forward with consideration of a merger with another organization. The task force charged with following these conditions wants to come back to the Board to ask that the resolution be amended to accommodate negotiation that was necessary to keep the merger discussions alive. Since the original resolution stated that the outlined conditions must be met in order for the Board to consider a vote on a merger and those conditions were not met exactly, what is the proper procedure for seeking an amendment to the original resolution to allow for Board consideration of a merger agreement?

[Guest Edgar]

Since the original resolution stated that the outlined conditions must be met in order for the Board to consider a vote on a merger and those conditions were not met exactly, what is the proper procedure for seeking an amendment to the original resolution to allow for Board consideration of a merger agreement?

A motion to Amend Something Previously Adopted (ASPA) might do the trick. A two-thirds vote'll do it.

[George Mervosh]

A motion to Amend Something Previously Adopted (ASPA) might do the trick. A two-thirds vote'll do it.

As will a vote of a majority of the entire Board, or a majority vote if previous notice of the motion to amend is given to the board members.

[Gary Novosielski]

All this presumes that your Board has the authority to merge with another organization in the first place. Absent some unusual rules, merger requires a bylaws revision, or at least amendment. Does the Board have that sort of power?