How to remove an illegal bylaw?

[kae]

Our state law for a nonprofit membership corporation says that our membership list must be available to our members, however, a few years ago the organization added a very restrictive privacy policy to the bylaws. The current bylaw states that only the board of directors can see the membership list.

Should the motion be to rescind something previously adopted?

Or can we just declare it null and void because it conflicts with state law?

[Chris Harrison]

Should the motion be to rescind something previously adopted?

Yes.

 

 

Or can we just declare it null and void because it conflicts with state law?

No.  The only time that something can be ruled null and void based on it violating a law is if the rule in the law being violated is procedural (RONR p. 251 [c]) which yours would not be.

[kae]

Great! I understand it will require a 2/3 vote to rescind, does it also require the same notice as a bylaw amendment?

[Chris Harrison]

You will need to follow whatever procedures the bylaws provide for their amendment.

[kae]

Okie doke - 30 days it is. Thanks!!

[kae]

ARTICLE XIII: AMENDMENT OF BYLAWS

Amendments to the Bylaws may be proposed by the Board, or by written petition of at least twenty-percent (20%) of the Regular members, and delivered to the Secretary not less than four weeks prior to the next meeting of the general membership. The Bylaws may be amended at any General meeting by a two-thirds (2/3) vote of the Regular members in attendance.

It seems that our bylaws have an incomplete procedure for amending the bylaws. I know you can't interpret the bylaws, but can you suggest the best way to move forward? What should the Secretary do with the proposed bylaw change?

[Gary c Tesser]

Just do what it says.

Oh, but double check whether 30 days is four weeks.

[Guest Edgar]

 . . . but double check whether 30 days is four weeks.

 

Thirty days is more than four weeks.

 

If the next meeting is on Tuesday, October 29, notice would have to have been given no later than Tuesday, October 1 (and, to be hyper-technical, delivered earlier on the day than the time the meeting starts).

 

Now just what constitutes "delivered" might be subject to debate.

[Dan Honemann]

Thirty days is more than four weeks.

 

If the next meeting is on Tuesday, October 29, notice would have to have been given no later than Tuesday, October 1 (and, to be hyper-technical, delivered earlier on the day than the time the meeting starts).

 

Now just what constitutes "delivered" might be subject to debate.

The bylaws require that the petition be "delivered to the Secretary not less than four weeks prior to the next meeting." They appear to say nothing about notice to members.

[Guest Teréz]

The bylaws require that the petition be "delivered to the Secretary not less than four weeks prior to the next meeting." They appear to say nothing about notice to members.

 

Amendments to the Bylaws may be proposed by the Board, or by written petition of at least twenty-percent (20%) of the Regular members, and delivered to the Secretary not less than four weeks prior to the next meeting of the general membership.

 

And commas, and ands, can, sometimes, confuse, things

[kae]

The bylaws require that the petition be "delivered to the Secretary not less than four weeks prior to the next meeting." They appear to say nothing about notice to members.

Exactly! Once in the hands of the Secretary, what's next? Surely the members of the association have to be notified ...

[Josh Martin]

Once in the hands of the Secretary, what's next? Surely the members of the association have to be notified ...

 

If your bylaws don't require notice, then notice is not required.

[kae]

If your bylaws don't require notice, then notice is not required.

Okay ... So the draft change is delivered to the Secretary, he/ does nothing with it for 4 weeks then we jump up at the following meeting and yell "SURPRISE!! We have a bylaws ammendment to vote on tonight" Gads! Our bylaws SUCK!

[Dan Honemann]

Read them in their entirety, and try to make some sense out of them if you can. You might conclude that the reason why the petition is to be delivered to the Secretary not less than four weeks prior to the next meeting is so that he will be able to include notice of the proposed bylaw amendment in the call of the meeting. I don't know, but I suggest that the application of a little common sense might help. 

[George Mervosh]

Read them in their entirety, and try to make some sense out of them if you can. You might conclude that the reason why the petition is to be delivered to the Secretary not less than four weeks prior to the next meeting is so that he will be able to include notice of the proposed bylaw amendment in the call of the meeting. I don't know, but I suggest that the application of a little common sense might help. 

 

The soundest principle of interpretation.