Board amendments effective Immediately UNTIL AGM

[William Kennedy]

Our organization's bylaws empower the board of directors to amend bylaws

The bylaws also stipulate that any such amendments become effective immediately but only until the following annual general meeting at which they must be ratified

 

Situation:

• Board amends bylaw creating a new category of members
• New members are admitted immediately

Question:

 

Am I correct in concluding that the amendment nonetheless ceases to be effective at the time of the AGM, and that the new members, though admitted, are therefore NOT entitled to vote on the ratification of the amendment itself?

Any reference in RONR?

 

[Josh Martin]

Am I correct in concluding that the amendment nonetheless ceases to be effective at the time of the AGM, and that the new members, though admitted, are therefore NOT entitled to vote on the ratification of the amendment itself?

Any reference in RONR?

 

Your question involves the proper interpretation of your society's very strange bylaws, which is beyond the scope of this forum and is ultimately up to the society. RONR doesn't have anything on this subject directly since the situation you describe could not arise under the rules in RONR. There are some Principles of Interpretation for bylaws on pgs. 588-591, however, which may be of assistance to the society in interpreting its rules.

 

It may be also wise for your society to consider whether the provisions you have referenced should be amended in order to avoid problems like this one.

[jstackpo]

RONR doesn't describe any "one group adopts and another group ratifies" amendment motions. (Your set-up doesn't even fit RONR's definition and usage of "ratify".)

So you are on your own.... Sorry.

[Josh Martin]

RONR doesn't describe any "one group adopts and another group ratifies" amendment motions.

 

I'm not sure about that. Some organizations will require that amendments to the bylaws adopted by the national convention must be ratified by some portion of the organization's constituent units, which seems to fall under the fifth bullet point under the cases where ratification is applicable. Conversely, some organizations will require that amendments to the bylaws of constituent units must be approved by the parent society, which falls under the fourth bullet point (RONR, 11th ed., pgs. 124-125).

 

In such cases, however, the amendments would not be effective until they are ratified, which is a much more sensible method.

[William Kennedy]

Your question involves the proper interpretation of your society's very strange bylaws, which is beyond the scope of this forum and is ultimately up to the society. RONR doesn't have anything on this subject directly since the situation you describe could not arise under the rules in RONR. There are some Principles of Interpretation for bylaws on pgs. 588-591, however, which may be of assistance to the society in interpreting its rules.

 

It may be also wise for your society to consider whether the provisions you have referenced should be amended in order to avoid problems like this one.

I agree. Unfortunately, the bylaw cites the applicable statute. I think Dan H. would say we need a lawyer (again)!

[g40]

I suppose the "interpretation" of this puzzle may need to decide, among other things, what "until" means. Is it the beginning of the annual meeting? Or (since it relates to ratification, the vote on ratification? What if the ratification vote fails? Do members admitted under the revised bylaw retroactively lose membership?

 

Good Luck!

[Bruce Lages]

There was no mention of an applicable statute in the original post. Are you referring to some provision in a local or state law, or to something else?

[William Kennedy]

There was no mention of an applicable statute in the original post. Are you referring to some provision in a local or state law, or to something else?

The bylaw simply restates the provision in Provincial law. "Until" is certainly the operative word. Unfortunately, the membership issue is a contentious issue, It appears to be a legal, and not a parliamentary question after all.

[Josh Martin]

The bylaw simply restates the provision in Provincial law. "Until" is certainly the operative word. Unfortunately, the membership issue is a contentious issue, It appears to be a legal, and not a parliamentary question after all.

 

Yes, based on the further information provided, it appears your question involves the proper interpretation of your province's very strange laws, which is beyond the scope of this forum. Your society may need to consult a lawyer.