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Our organization's bylaw regarding "Amendment of Bylaws" says that the bylaws of the corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors.They say nothing about a revision of the bylaws.Would it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?

 

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Our organization's bylaw regarding "Amendment of Bylaws" says that the bylaws of the corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors.They say nothing about a revision of the bylaws.Would it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.

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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?

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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.

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