Resolutions that change bylaws provisions

[g40]

I am a board member of an organization that must use mandated (government imposed) "standard" bylaws, with some provisions for the organization to select options, withing certain limits. Some of the options in the bylaws (according to the bylaws themselves) state that changes to these options may be altered by board adoption of a resolution to that effect. In this organization, the Board makes any bylaws changes. While any bylaws amendments (according to the bylaws themselves)must be approived by a 2/3 vote of the board positions (not just memberrs), there are no stated requirements for these "resolutiuons" that actually modify the provisoons of the bylaws (without actually changing the bylaws themselves).

It seems to me that the same 2//3 threshhold should apply to these resolutions, but I am trying to justify that in RONR, or otherwise. Opinions welcome.

Note that this method, because of government requirements,is not something we can change in the bylaws.

[jstackpo]

As you know, (as you've been here a while) we don't attempt to interpret other folks bylaws, especially ones that the membership can't change!

It sounds, however, that the Board can amend some of your bylaw provisions but not others. And if I understand you, the Board is exceeding its authority with respect to other (mandatory?) provisions. Raise a point of order, if you have standing.

For the life of me I can't see how a resolution can "modify the provisions of the bylaws (without actually changing the bylaws themselves)"

[g40]

As you know, (as you've been here a while) we don't attempt to interpret other folks bylaws, especially ones that the membership can't change!

It sounds, however, that the Board can amend some of your bylaw provisions but not others. And if I understand you, the Board is exceeding its authority with respect to other (mandatory?) provisions. Raise a point of order, if you have standing.

For the life of me I can't see how a resolution can "modify the provisions of the bylaws (without actually changing the bylaws themselves)"

No, the Board is not exceeding its authority to amend the bylaws. I am a Board member and primarily responsible for drafting Bylaws revisions/amendments within the allowable framework.

Whhile the power of a resolution can modify the provisions of the bylaws may seem odd, remember that this is a federal government agency imposed standard. That may explain a lot!

One example is the composition of a certain mandatory committee. In the bylaws, we can specify from 3 to 5 members, but by resolution can change the number (as long as it is between 3 and 5) without actually amending the bylaws themselves..

I suspect that this issue is beyond this group, but I thought I would give it a try.

[Guest Edgar]

One example is the composition of a certain mandatory committee. In the bylaws, we can specify from 3 to 5 members, but by resolution can change the number (as long as it is between 3 and 5) without actually amending the bylaws themselves..

It seems to me that the same 2//3 threshhold should apply to these resolutions

Since the bylaws aren't being amended, I see no justification for that position. I'd say the resolution could be adopted by the default standard (i.e. a majority vote).

3V6DVa

[Guest Edgar]

I'd say the resolution could be adopted by the default standard (i.e. a majority vote).

Unless the resolution was amending a previously adopted resolution, in which case it would be subject to the voting requirements for ASPA (but, again, not the requirements for amending the bylaws since the bylaws themselves remain unchanged).

[Josh Martin]

I am a board member of an organization that must use mandated (government imposed) "standard" bylaws, with some provisions for the organization to select options, withing certain limits. Some of the options in the bylaws (according to the bylaws themselves) state that changes to these options may be altered by board adoption of a resolution to that effect. In this organization, the Board makes any bylaws changes. While any bylaws amendments (according to the bylaws themselves)must be approived by a 2/3 vote of the board positions (not just memberrs), there are no stated requirements for these "resolutiuons" that actually modify the provisoons of the bylaws (without actually changing the bylaws themselves).

It seems to me that the same 2//3 threshhold should apply to these resolutions, but I am trying to justify that in RONR, or otherwise. Opinions welcome.

Note that this method, because of government requirements,is not something we can change in the bylaws.

Given the circumstances, I think you'll ultimately need to ask a lawyer, or the government agency imposing these rules.

From the perspective of parliamentary law, it seems to me that, based upon the facts provided, the provision about amending the bylaws would not apply. So the resolutions would have the same requirements as they would normally. Adopting a standing rule requires a majority vote without notice. Rescinding or amending a standing rule requires a 2/3 vote or a vote of a majority of the entire membership without notice or a majority vote with notice. Adopting, rescinding, or amending a special rule of order requires a 2/3 vote with notice or a vote of a majority of the entire membership without notice.

Since the bylaws aren't being amended, I see no justification for that position. I'd say the resolution could be adopted by the default standard (i.e. a majority vote).

Even if it's in the nature of a special rule of order?