William Kennedy Posted June 15, 2013 at 11:34 AM Report Share Posted June 15, 2013 at 11:34 AM Our organization's bylaw regarding "Amendment of Bylaws" says that the bylaws of the corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors.They say nothing about a revision of the bylaws.Would it therefore be in order for the membership to propose a revision of the bylaws? Link to comment Share on other sites More sharing options...
Guest GM3 Posted June 15, 2013 at 11:53 AM Report Share Posted June 15, 2013 at 11:53 AM A revision is a form of amendment. Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 15, 2013 at 11:59 AM Report Share Posted June 15, 2013 at 11:59 AM Our organization's bylaw regarding "Amendment of Bylaws" says that the bylaws of the corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors.They say nothing about a revision of the bylaws.Would it therefore be in order for the membership to propose a revision of the bylaws? If this is absolutely all that the bylaws say concerning their amendment, then it appears that only the board has the power to amend them. A revision is a form of amendment. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 15, 2013 at 01:08 PM Report Share Posted June 15, 2013 at 01:08 PM Let's hope you gentlemen got that bickering out of your systems. It's going to be a long day. Link to comment Share on other sites More sharing options...
William Kennedy Posted June 16, 2013 at 11:34 AM Author Report Share Posted June 16, 2013 at 11:34 AM If this is absolutely all that the bylaws say concerning their amendment, then it appears that only the board has the power to amend them. A revision is a form of amendment.The bylaw ends by saying only: 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, that the proposed amendment or amendments be circulated 30 days prior to the meeting. The bylaw says nothing about the members being able to further amend the bylaw which, according to applicable law: the members may confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation. My question: In accordance with the above legal provision, could we then offer an amendment to the proposed change to the bylaws by substituting a revision? Or is there a further question of it being germane? Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 16, 2013 at 12:13 PM Report Share Posted June 16, 2013 at 12:13 PM The bylaw ends by saying only: 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, that the proposed amendment or amendments be circulated 30 days prior to the meeting. The bylaw says nothing about the members being able to further amend the bylaw which, according to applicable law: the members may confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation. My question: In accordance with the above legal provision, could we then offer an amendment to the proposed change to the bylaws by substituting a revision? Or is there a further question of it being germane? You'll need to consult a lawyer. Link to comment Share on other sites More sharing options...
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