William Kennedy Posted September 13, 2013 at 12:01 PM Report Share Posted September 13, 2013 at 12:01 PM Our Board of Directors has the sole authority to amend the Bylaws. The changes take effective immediately. The general membership must confirm (or otherwise deal with) these amendments in accordance with the Rules at the Annual General Meeting. If they are rejected, they cease to be effective at that time. Neither the Board nor the General Membership has a Bylaws Committee. Question: How would the general membership proceed to instruct the Board to amend the Bylaws? Link to comment Share on other sites More sharing options...
Dan Honemann Posted September 13, 2013 at 12:31 PM Report Share Posted September 13, 2013 at 12:31 PM Our Board of Directors has the sole authority to amend the Bylaws. The changes take effective immediately. The general membership must confirm (or otherwise deal with) these amendments in accordance with the Rules at the Annual General Meeting. If they are rejected, they cease to be effective at that time. Neither the Board nor the General Membership has a Bylaws Committee. Question: How would the general membership proceed to instruct the Board to amend the Bylaws? The general membership can adopt a motion requesting that the board adopt a certain amendment to the bylaws, but based upon what you have posted, it would appear that your board has no obligation to comply with such a request. Your bylaws appear to be quite clear in this regard. Link to comment Share on other sites More sharing options...
William Kennedy Posted September 13, 2013 at 12:40 PM Author Report Share Posted September 13, 2013 at 12:40 PM Thanks, Dan. That would be my understanding also. I just want to be clear: is this because the Board has the sole authority to take such action? In effect, the motion is only a recommendation. Link to comment Share on other sites More sharing options...
Dan Honemann Posted September 13, 2013 at 12:51 PM Report Share Posted September 13, 2013 at 12:51 PM Thanks, Dan. That would be my understanding also. I just want to be clear: is this because the Board has the sole authority to take such action? In effect, the motion is only a recommendation. Yes. If your bylaws confer sole authority upon your board to adopt amendments, then that's that. I am simply taking your word for it that your bylaws do vest this authority exclusively in your board. Link to comment Share on other sites More sharing options...
William Kennedy Posted September 13, 2013 at 01:22 PM Author Report Share Posted September 13, 2013 at 01:22 PM Yes. If your bylaws confer sole authority upon your board to adopt amendments, then that's that. I am simply taking your word for it that your bylaws do vest this authority exclusively in your board.Perhaps our best course of action would be for our motion to "request" that the Board adopt an amendment establishing a standing Bylaws Committee and, once established, examine certain questions. I believe the Board would be much more receptive to this. In this instance, I am presuming that the resulting Bylaws Committee would properly be a committee of the Board. Link to comment Share on other sites More sharing options...
Josh Martin Posted September 13, 2013 at 02:24 PM Report Share Posted September 13, 2013 at 02:24 PM In this instance, I am presuming that the resulting Bylaws Committee would properly be a committee of the Board. It will be a committee of whatever the bylaws say it is a committee of - although, given that the board apparently has the power to amend the bylaws, it would certainly make more sense for it to be a committee of the board. Link to comment Share on other sites More sharing options...
jstackpo Posted September 13, 2013 at 02:37 PM Report Share Posted September 13, 2013 at 02:37 PM A longer term (possible) solution to the "Who runs things?" question is to elect Board members who would be willing amend the bylaws to give up that exclusive power, and let the members do the amending. Ah, democracy! And good luck!! Link to comment Share on other sites More sharing options...
William Kennedy Posted September 13, 2013 at 03:05 PM Author Report Share Posted September 13, 2013 at 03:05 PM I agree wholeheartedly, JD. We are not a small faction of the membership, in fact we are a majority. Given that the Board is "an instrumentality of the society's full assembly" (RONR p. 9 ll. 14-17) you would think that failure to act on such a motion (recommendation) as ours, would be of momentous concern. Link to comment Share on other sites More sharing options...
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