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By-Law Requirement for two weeks notice to members


Guest joanna

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Our community association spent a great deal of time reviewing and proposing amendments to our By-Laws.   They were approved by the Board in Sept for recommendatoon to the AGM which will be held next week.   Unfortunately, due to miscommunication, the proposed amendments were not sent to the members in time.   The by-laws require two weeks notice and by the time they are sent out, members will have only one week to review them.  Can the AGM vote to suspend the by-laws and approve the changes anyway?  The by-laws also require a review every 5 years and it will be very difficult to call a special general meeting of all members between now and the end of the year since there are over 200 members.   Is that any solution to this dilemma?   If the President decides to proceed and no one objects, would the resulting by-laws be in force?    If someone objects, does majority rule in this case?   

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Can the AGM vote to suspend the by-laws and approve the changes anyway? 

No (RONR p. 251[e]).

 

 

The by-laws also require a review every 5 years and it will be very difficult to call a special general meeting of all members between now and the end of the year since there are over 200 members.

The review being the AGM next week when the members would have voted on the bylaw amendments?

 

 

If the President decides to proceed and no one objects, would the resulting by-laws be in force?    

A very shaky yes.  In most cases a Point of Order must be raised at the time of the violation or it would be too late to object.  However, in this case adopting the amendment would be done in the face of a violation of the right of the individual member to receive adequate notice (2 weeks per your bylaws) which constitutes a continuing breach of the rules (RONR pp. 250-251).  In the case of a continuing breach a Point of Order can be raised without regard to the normal timeliness requirement.  So even if no one objects next week someone can raise a Point of Order at any point in the future and the President (if he is doing his job correctly) will rule the Point Well Taken and that the adopting of the amendment(s) is null and void.  However, it shouldn't even get this far because the President should rule that the notice wasn't given 2 weeks in advance thus the amendment(s) can't be considered.

 

If someone objects, does majority rule in this case? 

If the situation is as cut and dry as you suggest (2 weeks notice is required and less than that was given) than the President shouldn't let the consideration of the amendment(s) get underway or rule the Point of Order that notice wasn't adequately given Well Taken.  The President's ruling is usually subject to Appeal but in the case of when there cannot be two reasonable opinions as to the correctness of his ruling the Appeal shouldn't be allowed (RONR p. 256 ll. 34-36).

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The notice could be sent out now, and when the time comes at the meeting, a vote could be taken to Postpone to a definite time, and then adjourn the meeting for a week.

 

By the way, how hard would a special meeting really be?  What is the quorum requirement, and the voting requirement to change the By-laws.  Plus, perhaps it is time for the organization to change the '5 year review' to simply having a By-laws (and Rules) Committee which could simply recommendations when required.

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The notice could be sent out now, and when the time comes at the meeting, a vote could be taken to Postpone to a definite time, and then adjourn the meeting for a week.

 

I'm not sure this would be in order. Even if it was, it seems impractical. If it would be very difficult to get a quorum together for a special meeting, I can't imagine it would be any easier to get a quorum for an adjourned meeting.

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