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When do amendments to bylaws made by a board take effect?


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Guest William

The following is the current provision in our bylaws:

 

1.01 The bylaws of the Corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors and the enactment, repeal or amendment of such bylaw or bylaws shall be acted upon immediately and ratified by an affirmative vote of at least two thirds (2/3) of the members present at a general meeting, provided, provided that the proposed amendment or amendments be circulated 30 days prior to the meeting.

 

"acted upon immediately" is a little ambiguous. Who is doing the acting here? The directors, the members or both?

 

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The following is the current provision in our bylaws:

 

1.01 The bylaws of the Corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors and the enactment, repeal or amendment of such bylaw or bylaws shall be acted upon immediately and ratified by an affirmative vote of at least two thirds (2/3) of the members present at a general meeting, provided, provided that the proposed amendment or amendments be circulated 30 days prior to the meeting.

 

"acted upon immediately" is a little ambiguous. Who is doing the acting here? The directors, the members or both?

 

Interpreting bylaws is beyond the scope of RONR and this forum. It's up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

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