Subsidiary bylaw amendment with notice

[William Kennedy]

Our Bylaws allow only the Board of Directors to make amendments. However, the amended bylaw must be circulated by the Board of Directors at least 30 days prior to the next general meeting of the membership at which time it may be confirmed, amended or rejected.

 

The Board of Directors intends to amend the bylaw by substitution of an Article.

 

Instead of defeating the amendment outright, our member group (a faction greater than 1/3 of the membership) would like to propose its own substitute amendment (in effect, an entirely different amendment).

 

Can we propose, with notice, a member resolution of a subsidiary amendment by substitution to avoid running afoul of RONR p. 593 ll. 9-14? (There is a shorter notice period for member resolutions).

[jstackpo]

Since RONR makes no mention of your system of after the fact "confirmed, amended or rejected" treatment of what the Board adopted, you are on your own in figuring out what it means.

 

Sorry.  RONR simply assumes some body adopts bylaw amendments and that is the end of it.

[William Kennedy]

Unfortunately JD, the statutes come into play, again. It's not a bylaw problem per se. I thought I had identified a window of opportunity in conjunction with the proper application of the Rules.

[jstackpo]

As you know  (   )   we can't do much about Canadian law here.

 

If the statutes really say "confirmed, amended or rejected" then that does look like an opening door to completely changing what the Board has done  --  as long as your change is germane, of course.  No notice required at all, that I can see, other than the 30 days for the original amendment.

 

Whether your proposals are "germane" will be up to the members present, responding to a possible point of order.

[Josh Martin]

Can we propose, with notice, a member resolution of a subsidiary amendment by substitution to avoid running afoul of RONR p. 593 ll. 9-14? (There is a shorter notice period for member resolutions).

 

That would be fine so far as RONR is concerned. I have no idea whether it would be acceptable under your bylaws or the statute.

 

If the statutes really say "confirmed, amended or rejected" then that does look like an opening door to completely changing what the Board has done  --  as long as your change is germane, of course.  No notice required at all, that I can see, other than the 30 days for the original amendment.

 

I'm not sure that "confirmed, amended, or rejected" necessarily removes the scope of notice requirement.

[William Kennedy]

That would be fine so far as RONR is concerned. I have no idea whether it would be acceptable under your bylaws or the statute.

 

 

I'm not sure that "confirmed, amended, or rejected" necessarily removes the scope of notice requirement.

 

I have found nothing to conclude that the scope of notice requirement would not apply - hence our proposed notice of motion.

 

For clarification, here is the citation from the statute:

 

"The members may at the general meeting or the annual meeting confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation."

[jstackpo]

That would be fine so far as RONR is concerned. I have no idea whether it would be acceptable under your bylaws or the statute.

 

 

I'm not sure that "confirmed, amended, or rejected" necessarily removes the scope of notice requirement.

 

Oh, it doesn't.  Wouldn't the presumed germaenness of the amendments that Bill K wants to offer cover that?

[Josh Martin]

I have found nothing to conclude that the scope of notice requirement would not apply - hence our proposed notice of motion.

 

For clarification, here is the citation from the statute:

 

"The members may at the general meeting or the annual meeting confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation."

 

As I said, providing notice should be fine so far as RONR is concerned. Questions about the statute should be directed to a lawyer.

 

Oh, it doesn't.  Wouldn't the presumed germaenness of the amendments that Bill K wants to offer cover that?

 

Not necessarily. Scope of notice is a much stricter requirement than germaneness.

 

If, for example, an amendment to the bylaws is proposed to raise the dues from $10 to $25, an amendment to strike "$25" and insert "$35" is germane, but it is not within the scope of notice.

[jstackpo]

Ah, right  --  I wasn't thinking straight  --  happens from time to time.  But not (yet) too often.

[William Kennedy]

In this instance, although the main motion to amend something previously adopted (the bylaw) would require a 2/3 vote, am I correct in stating that the subsidiary motion would only require a majority?

[Dan Honemann]

Yes, the subsidiary motion to Amend requires only a majority vote for its adoption (RONR, 11th ed., p. 133, ll. 19-26).