Bylaw Revision Vote and Petitions

[DavidTuma]

I set up our unincorporated Association and its Constitution and Bylaws. The Executive Committee (EC) (We have no Board) has set up a revision to the Bylaws which replaces the constitution and old Bylaws. They planned to have an up or down vote online instead of approving it at a meeting of the Association. Several members signed a valid petition to have the revision voted on at a meeting of the Association. The petition is to be voted on at our Annual Meeting in February.

The EC has only the authority to manage what the members approve. Each member has one vote on the affairs of the class.

The EC has sent the revision out for a online vote - as a proposition to the class - (they are permitted by the bylaws to send out propositions for a vote). The proposition disregards the valid petition/ waiting to be voted on and our governing documents regarding and RONR on how a bylaw revision must be presented for approval.

Is a valid petition have some status as a motion or does it restrict actions being taken that would make the petition no longer applicable?

Is there some reference for the EC not being able to present the bylaw revision as a proposition for a vote - which gets around the requirement for 2/3 approval and to have it voted on at a meeting of the Association?

Sounds pretty far out, but the EC is apparently wanting to pass this revision (which gives them full power and authority and sets them up as a board) without any discussion.

Thank you.

Woodman

[Guest Edgar]

The EC has only the authority to manage what the members approve.

Then doesn't that answer your questions?

You don' need no stinkin' petition to tell the EC that it can't do what it doesn't have the authority to do in the first place.

[Gary Novosielski]

I set up our unincorporated Association and its Constitution and Bylaws. The Executive Committee (EC) (We have no Board) has set up a revision to the Bylaws which replaces the constitution and old Bylaws. They planned to have an up or down vote online instead of approving it at a meeting of the Association. Several members signed a valid petition to have the revision voted on at a meeting of the Association. The petition is to be voted on at our Annual Meeting in February.

The EC has only the authority to manage what the members approve. Each member has one vote on the affairs of the class.

The EC has sent the revision out for a online vote - as a proposition to the class - (they are permitted by the bylaws to send out propositions for a vote). The proposition disregards the valid petition/ waiting to be voted on and our governing documents regarding and RONR on how a bylaw revision must be presented for approval.

Is a valid petition have some status as a motion or does it restrict actions being taken that would make the petition no longer applicable?

Is there some reference for the EC not being able to present the bylaw revision as a proposition for a vote - which gets around the requirement for 2/3 approval and to have it voted on at a meeting of the Association?

Sounds pretty far out, but the EC is apparently wanting to pass this revision (which gives them full power and authority and sets them up as a board) without any discussion.

Thank you.

Woodman

Petitions are a waste of paper.

If the bylaws do not give the board the power to change the bylaws now (which apparently they do not), and they want to amend them so that they do give the board that power, that is, it seems to me, ample evidence that they should not be given that power. Up-and-down votes are not proper, as they violate the right of members to debate and offer amendments. Online voting is prohibited for that and other reasons by RONR, unless the bylaws specifically authorize it. RONR does not allow any business to be conducted outside the context of a properly called meeting at which a quorum is present. (Note the word present means what it says.)

Besides, the EC has no power whatever to dictate rules by which the membership conducts its meeting. They sound like they're trying for the out-of-control award.

And if they're not above an improper power grab when it's prohibited, how do you think they'll behave when all prohibitions are removed?

Fortunately, an attempt to change the bylaws, except by carefully following the procedures for their amendment contained within them, is out of order; if approved it is null and void.

But I would suggest that the attempt alone is grounds for discipline of the board (those voting Yes), and time to read FAQ #20.

[JohnR]

Is a valid petition have some status as a motion or does it restrict actions being taken that would make the petition no longer applicable?

No, not under RONR. Your bylaws would have to afford it that status.

Is there some reference for the EC not being able to present the bylaw revision as a proposition for a vote - which gets around the requirement for 2/3 approval and to have it voted on at a meeting of the Association?

That reference would be your own bylaws. Do they allow amendment by this proposition process? If not, then the committee's proposition is null and void.

Sounds pretty far out, but the EC is apparently wanting to pass this revision (which gives them full power and authority and sets them up as a board) without any discussion.

Far out? No, just the usual tyranny. Don't stand for it.