Failure to Follow ByLaws

[Guest Bill WjzDz]

Amendment passed by majority. After close of Business Mtg found ByLaws clearly stated 2/3's vote needed for passage. What is procedure to correct this problem?

[Josh Martin]

Amendment passed by majority. After close of Business Mtg found ByLaws clearly stated 2/3's vote needed for passage. What is procedure to correct this problem?

It's too late to correct the problem. See Official Interpretation 2006-18 for more information.

[Guest Guest Anonymous]

What if the amendment was an amendment to the bylaws that replaces current articles with new articles?

By its nature, the amendment conflicts with the articles of the bylaws that it is intended to replace.

Therefore, it seems that the first exception to the rule that a point of order must be made at the time of the breach applies. Namely, that "a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly." (RONR 11th Ed., pg 251, lines 9-10)

Wouldn't a point of order be justified "at any time during the continuance of the breech"? (RONR 11th Ed., pg 251, lines 6-7)

[Josh Martin]

What if the amendment was an amendment to the bylaws that replaces current articles with new articles?

It doesn't change anything.

By its nature, the amendment conflicts with the articles of the bylaws that it is intended to replace.

Therefore, it seems that the first exception to the rule that a point of order must be made at the time of the breach applies. Namely, that "a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly." (RONR 11th Ed., pg 251, lines 9-10)

Wouldn't a point of order be justified "at any time during the continuance of the breech"? (RONR 11th Ed., pg 251, lines 6-7)

No, and there is no continuing breach. As I understand it, your organization properly followed the procedure to amend the Bylaws. That's not the same thing as adopting a motion that conflicts with the Bylaws. The only violation is that the voting threshold was not met, and this is not a continuing breach. A member would have had to raise a Point of Order at the time. Official Interpretation 2006-18 still applies. If some members wish to return the Bylaws to how they were worded prior to the amendments, you'll need to follow the amendment process in the Bylaws.

[J. J.]

The vote was not by ballot, correct?

[Guest Bill WjzDz]

Correct. Show of hands. No accounting for abstentions .

[Guest Guest]

Two questions:

1) With regards to protecting the rights of the absent member, if an absent member attends the next meeting and finds the bylaws were improperly changed (due to not enough votes/proper notice) is a point of order from the absent member in order?

2) If this is a public body, and there are governing laws with regards to notice, and the bylaws were changed without the requisite majority and proper notice (which the governing laws require) would this be a continuing breach?

[Bruce Lages]

An improper notice would change the answers given above. That would constitute a continuing breach as it would violate a rule protecting absentees (RONR, 11th ed., p.251, ll.20-21). The action taken would be considered null and void upon raising a point of order by the absent member, ot any other member.

[Josh Martin]

1) With regards to protecting the rights of the absent member, if an absent member attends the next meeting and finds the bylaws were improperly changed (due to not enough votes/proper notice) is a point of order from the absent member in order?

As noted previously, a Point of Order regarding the insufficient vote is not timely at this point. As noted in Official Interpretation 2006-18, a rule requiring a 2/3 vote of the members present and voting provides no protection to absentees.

A Point of Order regarding improper notice is another story entirely, as rules requiring notice do protect the rights of absentees, so it would be a continuing breach. So what was the problem with the notice?

Also, while it's true that a violation of rules protecting the rights of absentees constitutes a continuing breach, any member may raise a Point of Order about this - it doesn't have to be a member who was absent.

2) If this is a public body, and there are governing laws with regards to notice, and the bylaws were changed without the requisite majority and proper notice (which the governing laws require) would this be a continuing breach?

Improper notice constitutes a continuing breach in any assembly. If the 2/3 vote requirement is prescribed by applicable law, that may also constitute a continuing breach. Additionally, since this is a public body, it would be advisable to consult a lawyer, since there may also be legal concerns.

[Guest Guest Anonymous]

I appreciate everyone's participation in this topic. It appears that we have a continuing breach regarding the rights of absentees. In an attempt to remove further speculation, here is what occurred.

The bylaws of this organization states that “The Constitution and bylaws of this congregation may be amended by two-thirds (2/3) vote of the congregation in a regular business meeting, provided that any such amendment shall have been presented in writing at a previous regular business meeting and that copies of such proposed amendment shall have been publicized in the worship bulletin at least two (2) weeks prior to the vote on such amendment.”

A summary of events leading to and including the breaches:

• A committee charged with reviewing and recommending amendments to the bylaws presented a set of articles to replace a set of existing articles. The presentation of this amendment was made at a regular business meeting for review and discussion with an announcement that a vote would occur at the next business meeting.
  
• Over the next few weeks, several members provided written feedback regarding the proposed amendment to the committee.
  
• At the next regular business meeting, the amendment was tabled and remained on the table for three more regular business meetings.
  
• At the next regular business meeting, the amendment was removed from the table and discarded through a series of motions. At this same meeting, the committee presented a new proposed amendment, which addressed some of the feedback that was provided by the membership, for discussion and vote. The proposed amendment was not presented in writing before this meeting, nor was it publicized in the worship bulletin.
  
• The result of the vote was 63.6% in favor, and the moderator declared that the motion to amend carried. No point of order was raised before the meeting was adjourned.
  

[Josh Martin]

I appreciate everyone's participation in this topic. It appears that we have a continuing breach regarding the rights of absentees. In an attempt to remove further speculation, here is what occurred.

Well, don't get excited quite yet. Based on the facts presented, there may not be an issue with the notice after all.

At the next regular business meeting, the amendment was removed from the table and discarded through a series of motions. At this same meeting, the committee presented a new proposed amendment, which addressed some of the feedback that was provided by the membership, for discussion and vote. The proposed amendment was not presented in writing before this meeting, nor was it publicized in the worship bulletin.

If the new amendment was within the scope of notice, then there is no breach (well, certainly not a continuing breach, anyway). See RONR, 11th ed., pgs. 594-596 for more information on the scope of notice.

If it was outside the scope of notice, then it is a continuing breach, and the amendment to the Bylaws is null and void.

[Guest Edgar]

Assuming these three are the same person, a consistent identity (and something other than "Guest" or "Anonymous") would be appreciated.

ft6yrQ

[Bruce Lages]

Even if this new amendment was within the scope of notice, I'd like to know exactly what "the [original] amendment was removed from the table and discarded by a series of motions" refers to.

[Gary Novosielski]

Not only that, but a motion cannot lie on the table for three consecutive meetings.

[Josh Martin]

Not only that, but a motion cannot lie on the table for three consecutive meetings.

Oh dear. I missed that part.

Since the motion died when it was not taken from the table at the end of the next regular meeting, it would have been necessary to introduce the motion again through the usual process to amend the Bylaws. So scope of notice isn't an issue this time. Based on these facts, it does seem that the amendment is null and void.

It also seems likely that the assembly has been misusing the motion to Lay on the Table, and could use a look at FAQ #12.