Guest Norm Mikalac Posted February 21, 2013 at 07:53 PM Report Share Posted February 21, 2013 at 07:53 PM Our condo bylaws were extensively revised at the last annual meeting in August, 2012. I, a member, want to make further revisions at the August, 2013 annual meeting, but I am unsure of how to get the Board of Directors to consider any bylaw amendments at this forthcoming meeting. Bylaw amendments require prior notice.I suggested to the BOD that it make a call for bylaw amendments at the same time that it makes a call for nominations for election of directors at the annual meeting, and then present the proposed bylaws with its Notice of Meeting", thus giving the members "prior notice". However, there is no way that I can force BOD to do that if it chooses not to. (I have not heard from the Board.) I am aware that if 25% of the members (per the bylaws) want a special member meeting for any purpose, they can order the BOD to hold one at which time bylaws could be amended, but I'd rather not get into that complicated process if I can avoid it.Here is what our current bylaws say regarding the subject:"Procedure for Amending: These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of 51% of all members in good standing and entitled to vote at a duly called meeting at which a quorum is present."My question is how can I get the upcoming annual meeting to be a "duly held" meeting for putting my bylaw amendments up for a vote?Thanks for your help.Norm Mikalac Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 21, 2013 at 08:03 PM Report Share Posted February 21, 2013 at 08:03 PM My question is how can I get the upcoming annual meeting to be a "duly held" meeting for putting my bylaw amendments up for a vote?The annual meeting is, almost by definition, a duly held meeting. Further, I see nothing in the bylaw you cited that involves the board in the amendment process. Link to comment Share on other sites More sharing options...
mikalac Posted February 21, 2013 at 08:09 PM Report Share Posted February 21, 2013 at 08:09 PM "The annual meeting is, almost by definition, a duly held meeting. Further, I see nothing in the bylaw you cited that involves the board in the amendment process."Yes, but prior notice must be given and I need a vehicle to provide that. See my suggestion.Norm Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 21, 2013 at 08:17 PM Report Share Posted February 21, 2013 at 08:17 PM Yes, but prior notice must be given and I need a vehicle to provide that.Typically, I think it would be the secretary's responsibility to send any required notices to the membership. If the secretary is unwilling to do so you might ask how such notice is to be sent. Link to comment Share on other sites More sharing options...
George Mervosh Posted February 21, 2013 at 08:21 PM Report Share Posted February 21, 2013 at 08:21 PM Typically, I think it would be the secretary's responsibility to send any required notices to the membership.RONR thinks so too. RONR (11th ed.), p. 123, l. 35, to p. 124, l. 6. Link to comment Share on other sites More sharing options...
mikalac Posted February 21, 2013 at 08:34 PM Report Share Posted February 21, 2013 at 08:34 PM "Typically, I think it would be the secretary's responsibility to send any required notices to the membership."RONR thinks so too. RONR (11th ed.), p. 123, l. 35, to p. 124, l. 6. "-----------Yes, I see that, but if the secretary ignores my request, then the only option that I see left to me, I think, is to give notice of my proposals at the upcoming meeting, which means that I then have to wait another year for the next annual meeting to get the members to vote on my proposed amendments. I hoped that I would not have to rely exclusively on the BOD's good will, but maybe I will have to.Norm Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 21, 2013 at 08:42 PM Report Share Posted February 21, 2013 at 08:42 PM Yes, I see that, but if the secretary ignores my request, then the only option that I see left to me, I think, is to give notice of my proposals at the upcoming meeting, which means that I then have to wait another year for the next annual meeting to get the members to vote on my proposed amendments.You can at least let the secretary know that, if she ignores the legitimate request of a member, you'll be raising a point of order (or some such thing) at the annual meeting as well as calling for her removal from office. Of course you'll need a majority of the membership on your side so start knocking on doors now. And remind each member that, next time, they might be the ones wanting to send a prior notice. Link to comment Share on other sites More sharing options...
mikalac Posted February 21, 2013 at 09:04 PM Report Share Posted February 21, 2013 at 09:04 PM "You can at least let the secretary know that, if she ignores the legitimate request of a member, you'll be raising a point of order (or some such thing) at the annual meeting as well as calling for her removal from office. Of course you'll need a majority of the membership on your side so start knocking on doors now. And remind each member that, next time, they might be the ones wanting to send a prior notice." I'd really be confronting the entire BOD because the secretary would be doing the bidding of the Board majority, not acting on her own. I don't want to create a lot of ill will in the process because the Board ordinarily tries to please most of the members most of the time and from the monthly Board meetings, it seems to have the general approval of the members. It's just that it ends up bloodied whenever Bylaws are considered because of the member emotions associated with the discussions and it might be reluctant to get into the ring again any time soon.If the BOD won't call for amendments along with its call for BOD nominations (for vacant positions) and won't post any proposed amendments in its notice of meeting, then it seems that I'll just have to take the lengthy RONR route by giving notice at one meeting and then waiting for the next meeting to votes.Thanks again for your comments.Norm Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 21, 2013 at 09:17 PM Report Share Posted February 21, 2013 at 09:17 PM If the BOD won't call for amendments along with its call for BOD nominations (for vacant positions) and won't post any proposed amendments in its notice of meeting, then it seems that I'll just have to take the lengthy RONR route by giving notice at one meeting and then waiting for the next meeting to votes.Keep in mind that at a meeting of the general membership, the board, as a board, won't play any role (since the board can only act as a board at a board meeting). You may not want to unnecessarily antagonize anyone but don't forget that the board exists to serve the general membership, not the other way around. You may be willing to wait a whole year between giving notice and voting on an amendment to the bylaws but your bylaws appear to provide for a more expedited process and the officers of your organization have an obligation to adhere to that process. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 21, 2013 at 09:48 PM Report Share Posted February 21, 2013 at 09:48 PM I'd really be confronting the entire BOD because the secretary would be doing the bidding of the Board majority, not acting on her own.How is the secretary elected? If she is elected by the general membership at a general membership meeting, then she is the secretary of the society. The fact that the bylaws (may) make the Secretary also a board member does not mean she is secretary to the Board, only to do their bidding. Link to comment Share on other sites More sharing options...
mikalac Posted February 21, 2013 at 10:17 PM Report Share Posted February 21, 2013 at 10:17 PM "The fact that the bylaws (may) make the Secretary also a board member does not mean she is secretary to the Board, only to do their bidding. "True, the sec'y is elected by the members and is responsible to them, not to the Board, a good point that I didn't think about, but the secretary is new and will want to be cooperative with the more experienced and assertive male members, so I don't expect her to act independently. Nevertheless, I'll remind her of her proper role in my emails with her and the Board in case she and the Board won't grant my request.Assuming no cooperation from the Board, about 30 days before the notice of meeting is sent out, I will send my proposed amendments to the BOD asking them to include them in the notice, and keep my fingers crossed that it will reconsider and do so. If not, then I'll take the long, slow way.On another point, the reason I want the Board to make a call for amendments when they make a call for nominations, which will be about 60 days before notice, is that I'm sure that other members want to make bylaw amendments at the annual meeting, but don't know how to do that. That call would show them a way.Norm Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 21, 2013 at 10:28 PM Report Share Posted February 21, 2013 at 10:28 PM On another point, the reason I want the Board to make a call for amendments when they make a call for nominations, which will be about 60 days before notice, is that I'm sure that other members want to make bylaw amendments at the annual meeting, but don't know how to do that. That call would show them a way.But maybe not the best way. I'm not sure the board should be "calling" for amendments.True, the sec'y is elected by the members and is responsible to them, not to the Board, a good point that I didn't think about . . .Have a talk with the secretary (not just e-mail). Invite her in for a cup of coffee. This is a condo. You're not just members, you're neighbors. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 22, 2013 at 01:52 AM Report Share Posted February 22, 2013 at 01:52 AM the only option that I see left to me, I think, is to give notice of my proposals at the upcoming meeting, which means that I then have to wait another year for the next annual meeting to get the members to vote on my proposed amendments.This isn't an option. You can't give notice in this manner a year in advance. See RONR, 11th ed., pg. 121, lines 28-30.So it looks to me like your only parliamentary options are to persuade the secretary to do her job or to follow FAQ #20. If all else fails, you may need to consult a lawyer to see what your legal options are. Link to comment Share on other sites More sharing options...
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