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bylaws amendment requirements


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Guest Jacob

Our organization will be taking the important step of amending our bylaws soon. Can the following bylaws amendment requirement of a "majority vote of [the society]" be interpreted unambiguously?

"These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." [emphasis added]

For context, the County Committee is the name of the full society these bylaws are for. Should "majority vote of the County Committee" be interpreted as requiring a majority of the entire membership voting in the affirmative at a meeting, or could it just be a simple majority of those present (and voting) as long as a quorum is present? I realize the latter is clearly warned against in RONR as too low a threshold for amending bylaws, but can this wording be interpreted unambiguously as defined by RONR?

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Guest Edgar

I think the proposed language is sufficiently ambiguous to warrant clarification. As you suggest, "a majority vote of the committee" might be interpreted as "the affirmative vote of a majority of the committee" or "a majority vote".

55Zd58

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Our organization will be taking the important step of amending our bylaws soon. Can the following bylaws amendment requirement of a "majority vote of [the society]" be interpreted unambiguously?

"These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member." [emphasis added]

For context, the County Committee is the name of the full society these bylaws are for. Should "majority vote of the County Committee" be interpreted as requiring a majority of the entire membership voting in the affirmative at a meeting, or could it just be a simple majority of those present (and voting) as long as a quorum is present? I realize the latter is clearly warned against in RONR as too low a threshold for amending bylaws, but can this wording be interpreted unambiguously as defined by RONR?

No, I do not think it is unambiguous, and either interpretation is reasonable. If you want it to be a majority of the entire membership, you should say "a vote of a majority of the entire membership." If you want it to be a majority of the members present and voting, you may simply say "a majority vote" (although, as noted, this is not recommended). If the County Committee is the name of the full society, it is understood that this is the body you're referring to unless the Bylaws provide otherwise, so it's not necessary to specify that. See RONR, 11th ed., pgs. 400-405 for more information on how RONR words voting thresholds.

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"These rules may be altered or amended at any time by majority vote of the County Committee, provided ten days' notice in writing of the proposed changes shall have been previously given to each member."

You may also wish to define how notice in writing is provided - is this by mail? Does email count as by writing (some may argue not)? Does it need to be given to people in person? Is this from the date that a letter is sent, or the latest possible date a letter is received?

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