Guest H.B.Hofmann Posted October 3, 2012 at 03:52 PM Report Share Posted October 3, 2012 at 03:52 PM At the members request the board has called a special meeting to discuss and possibly make changes to our bylaws. Can the board demand to see the proposed changes in writting prior to the meeting? Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 3, 2012 at 04:13 PM Report Share Posted October 3, 2012 at 04:13 PM At the members request the board has called a special meeting to discuss and possibly make changes to our bylaws. Can the board demand to see the proposed changes in writting prior to the meeting?What do your bylaws say about amending? If, as they should, your bylaws contain an article on the procedure for amending them, that is what you must follow, particularly as it pertains to previous notice. It may not be that the Board has any right to see the proposed changes before the meeting, but more likely that every member of your organization must receive a copy of those proposed changes a specified number of days in advance of the meeting at which they will be brought forward.What RONR says is:"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on page 121) has been given, or they can be amended by the vote of a majority of the entire membership." (RONR 11th Ed, p. 580 ll. 25 - p. 581 l. 7) Link to comment Share on other sites More sharing options...
George Mervosh Posted October 3, 2012 at 04:33 PM Report Share Posted October 3, 2012 at 04:33 PM At the members request the board has called a special meeting to discuss and possibly make changes to our bylaws. That's all the call for the special meeting says? Link to comment Share on other sites More sharing options...
JohnR Posted October 3, 2012 at 04:37 PM Report Share Posted October 3, 2012 at 04:37 PM Note also that if this is a special meeting of the general membership, the board has no power to run it or make demands unless your bylaws so provide. Link to comment Share on other sites More sharing options...
George Mervosh Posted October 3, 2012 at 04:54 PM Report Share Posted October 3, 2012 at 04:54 PM Note also that if this is a special meeting of the general membership, the board has no power to run it or make demands unless your bylaws so provide.John can't they at least demand proper information to call it, as it seems they're doing at the membership's insistence? Link to comment Share on other sites More sharing options...
JohnR Posted October 3, 2012 at 05:05 PM Report Share Posted October 3, 2012 at 05:05 PM Yes, of course. But I thought they had already called the meeting. The specific proposals should go out with the call, but I don't think they have to. However ill-advised, they could simply announce that the bylaws will be open to revision. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 4, 2012 at 08:34 PM Report Share Posted October 4, 2012 at 08:34 PM Our By-laws (constitution) states: "At evey Annual General Meeting ---- the members may consider and transact any business, either general or specific, without any notice therof at any meeting of the members.The exec board shall have the power to call a general meeting of the members and members will be notified at least 14 days prior to any members' meetings , annual or special , to be held "The member making this motion which was passed refuses to disclose to the board what the proposed changes are. The boards position is that the membership should have advanced notice so that they can come to the meeting prepared. Link to comment Share on other sites More sharing options...
JohnR Posted October 4, 2012 at 09:26 PM Report Share Posted October 4, 2012 at 09:26 PM It appears your board has unqualified power to call a special general meeting. So I suppose it can make whatever demands it wants before it chooses to exercise that power. Certainly it's prudent to limit the meeting to specific amendments rather than open up the bylaws for general revision.The OP says the board has already called the meeting. Is that true? What was in the notice? Link to comment Share on other sites More sharing options...
Guest H.B.Hofmann Posted October 4, 2012 at 11:18 PM Report Share Posted October 4, 2012 at 11:18 PM The notice read:" A special members meeting has been scheduled for --Nov 13 -- to discuss and possibly make changes to the clubs by-laws"The by-laws do not have specific details on making amendments to the by-laws but it states that the club will abide by Robert's Rules of Order. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 4, 2012 at 11:29 PM Report Share Posted October 4, 2012 at 11:29 PM The notice read:" A special members meeting has been scheduled for --Nov 13 -- to discuss and possibly make changes to the clubs by-laws"I'd say that notice constitutes notice of a general revision which has the practical result of eliminating any "scope of notice" restrictions. In other words, everything in the bylaws is up for grabs. This isn't necessarily a bad thing though it's not something you'd want to do without careful preparation. In other words, don't plan on winging it once the meeting begins.One thing you'll want to do is add a section on amending the bylaws. See the sample bylaws in RONR for ideas.You also want to be careful about making any changes which might have the immediate effect of, for example, eliminating offices. Right in the middle of the meeting. Which is when any adopted amendments would take effect unless you include a "proviso" delaying their implementation.If things get out of hand (e.g. proposed changes are flying left and right), dumping the whole mess into the hands of a bylaws committee might be the way to go. Link to comment Share on other sites More sharing options...
JohnR Posted October 4, 2012 at 11:59 PM Report Share Posted October 4, 2012 at 11:59 PM I'd say that notice constitutes notice of a general revision which has the practical result of eliminating any "scope of notice" restrictions. In other words, everything in the bylaws is up for grabs. This isn't necessarily a bad thing though it's not something you'd want to do without careful preparation. In other words, don't plan on winging it once the meeting begins.This may be the effect but I doubt it was the intent. However, I've no idea if H.B.'s bylaws allow the board to rescind or amend its call—that's a matter of interpretation. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 5, 2012 at 12:04 AM Report Share Posted October 5, 2012 at 12:04 AM I've no idea if H.B.'s bylaws allow the board to rescind or amend its call—that's a matter of interpretation.I'd say that bell has been rung. Link to comment Share on other sites More sharing options...
Guest H.B.Hofmann Posted October 5, 2012 at 02:10 AM Report Share Posted October 5, 2012 at 02:10 AM The motion that was made ,and passed was: "The member wants a membership meeting by the end of 2012 to review and discuss possible changes to the constituion" The member was asked at the AGM to specify what changes were to be made but refused to disclose anything.The board is trying to determine whether or not the proposed changes that this member wants to bring forward have to be disclosed to the board and the membership prior to the meeting. The meeting is NOv 13 Link to comment Share on other sites More sharing options...
Bruce Lages Posted October 5, 2012 at 02:27 AM Report Share Posted October 5, 2012 at 02:27 AM You've told us what your bylaws say about business conducted at the annual general meeting, but do your bylaws (and/or constitution) have an article that describes how to amend these documents? The procedure contained in such an article will very likely override what your article about the AGM says. Link to comment Share on other sites More sharing options...
Bruce Lages Posted October 5, 2012 at 03:22 AM Report Share Posted October 5, 2012 at 03:22 AM Actually, I see that you did say that your bylaws do not have specific details for making amendments, but that your club has adopted RONR as its parliamentary authority. In this case, you need to look at RONR, 11th ed., p. 581, ll. 3-7. This section describes the procedure for amending bylaws when no procedure is given within the bylaws themselves, and would be applicable to your club since you have adopted RONR. The procedure given in RONR requires previous notice of the proposed amendment unless you have a majority of your entire club membership at the meeting to vote. And, according to RONR, p.122, ll. 24-25, if previous notice does not include the full text of the motion, it must at lease include a statement of purport that is "accurate and complete". In my view, the statement that the meeting is "to discuss and possibly make changes to the clubs bylaws" does not satisfy the RONR requirement for previous notice. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 5, 2012 at 11:12 AM Report Share Posted October 5, 2012 at 11:12 AM And, according to RONR, p.122, ll. 24-25, if previous notice does not include the full text of the motion, it must at lease include a statement of purport that is "accurate and complete".I believe an exception occurs when notice of a revision is given and, as I see it, the question is now whether this particular (admittedly poorly worded) notice constitutes such a notice. Or is it still subject to, and does it fail, the "accurate and complete" requirement? Link to comment Share on other sites More sharing options...
Bruce Lages Posted October 5, 2012 at 02:47 PM Report Share Posted October 5, 2012 at 02:47 PM I'm not sure that giving notice of a revision, which opens up the entire bylaw document to amendment, would be considered as removing the RONR-defined requirement for previous notice. But I will certainly defer to more experienced views. Link to comment Share on other sites More sharing options...
Guest H,B.Hofmann Posted October 5, 2012 at 02:53 PM Report Share Posted October 5, 2012 at 02:53 PM We are a" not for profit club" and in our 34th year. Our constitution was written when the membership consisted of approx 12 members, we are now close to 300. I believe that the member that made this motion is looking for a total revamp of the constitution so that it reflects the current size of the club. Over the years very few changes have been made. Link to comment Share on other sites More sharing options...
JohnR Posted October 5, 2012 at 04:09 PM Report Share Posted October 5, 2012 at 04:09 PM From everything you've told us, I think your best course of action at this special meeting is to form a committee to work up a general revision of the constitution for action at a later meeting. Remember that a concrete motion must be on the floor before you start debate—if the mysterious member proposes specific amendments, they are likely out of order because notice wasn't given. Then someone can move to form a bylaws committee. Link to comment Share on other sites More sharing options...
Guest H.B.Hofmann Posted October 5, 2012 at 05:51 PM Report Share Posted October 5, 2012 at 05:51 PM Thank you for all your advice, it has been of great help. Another question which is not related to this is : can the president /chair of the board make a motion? Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 5, 2012 at 05:54 PM Report Share Posted October 5, 2012 at 05:54 PM Thank you for all your advice, it has been of great help. Another question which is not related to this is : can the president /chair of the board make a motion?Generally, the chair is required to present an appearance of impartiality, and thus does not exercise his right to make motions without relinquishing the chair. But RONR does include "small board meeting" rules where, at a board meeting where about a dozen or fewer members are in attendance, the chair can participate along with all members, including making motions, debating and voting. So.... would this be at a "small board meeting?" Link to comment Share on other sites More sharing options...
Guest H.B.Hofmann Posted November 11, 2012 at 03:14 AM Report Share Posted November 11, 2012 at 03:14 AM Certain board members, in order to "stack" the vote have used unethical means to obtain proxies . What are the posible actions of the club president?We are a non profit club based in Canada. Link to comment Share on other sites More sharing options...
Chris Harrison Posted November 11, 2012 at 03:57 AM Report Share Posted November 11, 2012 at 03:57 AM Certain board members, in order to "stack" the vote have used unethical means to obtain proxies . What are the posible actions of the club president?The President has the duty to enforce the rules at meetings (whether any rule was actually broken is a question we can't answer here) but doesn't have the authority (under RONR) to unilaterally punish members. However, if the body who has the authority to discipline these Board members believe that they did something wrong they can do the punishing (see FAQ #20 for details). Link to comment Share on other sites More sharing options...
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