Bylaw Changes - Amendments to Proposed Amendments

[Guest Thom Anderson]

Our association bylaws contain a procedure for amending our bylaws. These proposed amendments require submittal and distribution to the full membership 60 days prior to our first meeting of the year where they are voted upon. That way everyone gets to review the changes prior to the meeting where they are voted on. It takes a 2/3 affirmative vote of the members present to approve the changes in that first meeting. My question is this: If another member wished to amend a proposed amendment prior to the vote at the voting meeting, is that legal? Or, rather, would the proposed amendment need to be voted on as-is and no tweaking (friendly amendment?) is allowed at the voting meeting? If a friendly amendment is allowed to revise a proposed amendment, would that be a majority vote, 2/3 vote, or unanimous vote be required? Would the original submitter of the proposed bylaw amendment need to agree with the tweak?

Thanks!!

[David A Foulkes]

Yes, although I'll swap "legal" for "allowed".

No.

Majority vote.

No.

Sorry, feeling relatively laconic today.

[Louise]

Does it matter whether or not the amendment is "friendly"? Isn't an amendment just an amendment? (In this case it would be a secondary amendment as opposed to the primary amendment, but an amendment nonetheless...)

[tctheatc]

Does it matter whether or not the amendment is "friendly"? Isn't an amendment just an amendment?

See the FAQ's

[Guest Edgar]

If another member wished to amend a proposed amendment prior to the vote at the voting meeting, is that legal?

Any changes to the proposed amendment must fall "within the scope of the notice" (of the amendment). That's not always easy to determine but the (simple) example we frequently use is that if the proposed amendment raises the dues from $15 to $25, any change within those amounts is permissible.

[George Mervosh]

In this case it would be a secondary amendment as opposed to the primary amendment, but an amendment nonetheless...)

Louise, unless the authors changed the rule in the 11th (I don't have my book here at the office) the 10th said:

"While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose."

[David A Foulkes]

In this case it would be a secondary amendment as opposed to the primary amendment, but an amendment nonetheless...

Actually, a proposed amendment to the bylaws is a special case of Amend Something Previously Adopted, and is actually itself a main motion. (RONR 11th ed., p. 592 ll. 3-5) So, an amendment (via the motion to Amend) to the proposed bylaw (as Guest_Thom is referring to) would be the primary amendment.

[Louise]

Louise, unless the authors changed the rule in the 11th (I don't have my book here at the office) the 10th said:

"While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose."

Thank you, Mr. Mervosh. I just checked and the 11th uses the identical wording on pages 594-595.

So, an amendment (via the motion to Amend) to the proposed bylaw (as Guest_Thom is referring to) would be the primary amendment.

Right. But Guest_Thom referred to "another member [who] wished to amend a proposed amendment prior to the vote at the voting meeting..." (aka "the friendly amendment"). The other member's amendment to the proposed amendment would be a secondary amendment. Right? (Please tell me I'm right or I may just have to admit defeat...)

ETA...your words are beginning to penetrate my dull mind, Mr. Foulkes. This is good. Perhaps there is hope for me yet. I will keep reading.

[George Mervosh]

Right. But Guest_Thom referred to "another member [who] wished to amend a proposed amendment prior to the vote at the voting meeting..." (aka "the friendly amendment"). The other member's amendment to the proposed amendment would be a secondary amendment. Right? (Please tell me I'm right or I may just have to admit defeat...)

No. The motion to amend the bylaws is the main motion, and the other member's amendment would be a primary amendment.

[David A Foulkes]

Thank you, Mr. Mervosh. I just checked and the 11th uses the identical wording on pages 594-595.

Right. But Guest_Thom referred to "another member [who] wished to amend a proposed amendment prior to the vote at the voting meeting..." (aka "the friendly amendment"). The other member's amendment to the proposed amendment would be a secondary amendment. Right? (Please tell me I'm right or I may just have to admit defeat...)

ETA...your words are beginning to penetrate my dull mind, Mr. Foulkes. This is good. Perhaps there is hope for me yet. I will keep reading.

As I read it, the "proposed amendment" refers to the amendment to the bylaws. That's the main motion. The other member who "wished to amend" that would be offering a primary amendment to the main motion. As I read it. And never admit defeat. Just pick another topic.

Or, as George said nano-seconds before I did. (George, in the words of GcT, you've got to type more!!)

[Louise]

No. The motion to amend the bylaws is the main motion, and the other member's amendment would be a primary amendment.

The pieces are falling into place now, albeit slowly.

I thank you all for your patience.

[George Mervosh]

Or, as George said nano-seconds before I did. (George, in the words of GcT, you've got to type more!!)

No.

[Louise]

As I read it, the "proposed amendment" refers to the amendment to the bylaws. That's the main motion. The other member who "wished to amend" that would be offering a primary amendment to the main motion. As I read it. And never admit defeat. Just pick another topic.

Or, as George said nano-seconds before I did. (George, in the words of GcT, you've got to type more!!)

Yes, by Jove, I've got it!!! Suddenly it's crystal-clear (at least for the moment...). Apparently the use of the word "amend" in two different contexts was too much for my neurons...

I think they've adjusted now.

I think.

[Guest Edgar]

But Guest_Thom referred to "another member [who] wished to amend a proposed amendment prior to the vote at the voting meeting..." (aka "the friendly amendment"). The other member's amendment to the proposed amendment would be a secondary amendment.

I think that, besides the member who made the original (noticed) proposal, there is only one other member (and not another other member) proposing a change to the proposed amendment.

[Guest Thom Anderson]

Thanks you everyone for your help. We were hung up on the 60 days notice requirment for bylaws changes, so this is good that we can vote to amend the proposed changes without having to wait another 60 days for the final vote.

[Bruce Lages]

Guest Thom - please just remember what has been stated above about the 'scope of notice' limitations on any amendments, and read RONR, 11th ed., pp. 594-596 very carefully. Because you have a previous notice requirement for your bylaw amendment process, you can't amend the proposed bylaw amendment at the meeting beyond what was stated in the previous notice. As Guest Edgar pointed out, this limitation is fairly obvious when the proposed change is quantitative, but can get somewhat sticky when it's not.

[Louise]

Because you have a previous notice requirement for your bylaw amendment process, you can't amend the proposed bylaw amendment at the meeting beyond what was stated in the previous notice. As Guest Edgar pointed out, this limitation is fairly obvious when the proposed change is quantitative, but can get somewhat sticky when it's not.

So if there is a dispute over whether an amendment to a proposed bylaw amendment goes beyond what was stated in the previous notice, how is that resolved? (I read pages 594-596 and nothing jumped out at me regarding such a situation.)

[Guest Edgar]

So if there is a dispute over whether an amendment to a proposed bylaw amendment goes beyond what was stated in the previous notice, how is that resolved?

The standard dispute resolution process: Point of order. Ruling by chair. Appeal. Vote.

[Bruce Lages]

Typically, the ruling that a proposed amendment was not in order because it fell outside the scope of notice would come from the chair. That ruling, however, would be subject to appeal by any two members - one to move the appeal and another to second - and would then be decided by the membership. A majority vote against the chair's ruling is necessary to overturn. However, RONR also states "when the chair rules on a question about which there cannot possibly be two reasonable opinions, an appeal would be dilatory and is not allowed." (RONR 11th ed. p. 256, ll.34-36). To use the obvious example as noted above, if the proposed amendment was to raise the dues from $15 to $25, and an amendment was made to strike out $25 and insert $50, an appeal of the chair's ruling that the amendment was not in order would not be allowed.

[Louise]

The standard dispute resolution process: Point of order. Ruling by chair. Appeal. Vote.

Typically, the ruling that a proposed amendment was not in order because it fell outside the scope of notice would come from the chair. That ruling, however, would be subject to appeal by any two members - one to move the appeal and another to second - and would then be decided by the membership. A majority vote against the chair's ruling is necessary to overturn. However, RONR also states "when the chair rules on a question about which there cannot possibly be two reasonable opinions, an appeal would be dilatory and is not allowed." (RONR 11th ed. p. 256, ll.34-36)...

Thank you, Mr. Lages and Guest_Edgar. This is very helpful.

I understood the quantitative limits, but I wasn't clear on what to do in other "non-quantitative" situations, which could be (as Mr. Lages pointed out) "sticky."

I just received RONRIB yesterday, so I'm going to spend some time reading through it today (as well as a list of other references in RONR itself...just adding p.256 to that list...). Hopefully the more I read, the more these concepts and procedures will solidify themselves in my mind.