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Members Meetings- going against bylaws/amending agenda


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Can members of any amount overrule (amend, rescind, or suspend) a by-law that was previously adopted at a members meeting? The intention is to amend the agenda of the meeting.


The members meeting is 6 days from now, and at the board of directors meeting yesterday a concern was raised that to not allow for amendments from the members was undemocratic. The response from another director was that since this by-law was passed by the membership, the membership had imposed these restrictions on itself so it was not undemocratic. Also- this by-law was passed a decade ago, so no one who is currently a member is still one today (so in case this depends on someone on the negative side to do something- what would that mean?)



Our organization's by-laws state that:


Members' Meeting section
The members may consider and transact any business either special or general at any meetings of members, provided that the following two conditions are met: 
1.6.1. Notice of such business must be served as information at a meeting of the Board of Directors, and 
1.6.2. Such a meeting of the Board of Directors must take place at least seven (7) days before the Members’ Meeting in 
Amendments to By-Laws section
1. An amendment to the By-laws and Policies may be proposed at any Board of Directors meeting by two (2) voting members of the Board, or by receipt and presentation of a petition signed by ten percent (10%) of the membership. 
2. Proposed amendments require one meeting’s notice and require discussion and a vote at the subsequent board meeting to either: 
• postpone to a particular date; or 
• refer to a committee; or 
• approve or disapprove 
3. Amendments to the bylaws require a two-thirds (2/3) majority vote to pass. 
4. To increase accountability and transparency, all votes taken on an amendment to the Bylaws and/or Policies must be recorded by a roll call vote. 
5. While preparing written notice is strongly encouraged, anyone who presents a verbal notice of motion must submit a written copy of the verbal notice given to the secretary within forty-eight (48) hours of the notice. The secretary will distribute the written copy to all Directors within twenty-four (24) hours of receipt. If a written copy is not submitted within forty-eight hours, the motion must be presented again at the next available meeting of the Board of Directors. 
6. By-law amendments passed by the Board of Directors must be confirmed by the membership at a duly called AGM. Amendments will be considered to be in effect until confirmation at an Annual General Meeting. Bylaw amendments must pass the AGM with a simple majority. 
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I think the 10% petition would be a way for members to initiate a bylaw amendment.


Though the amendment is still ultimately in the Board's hands to dispose of as they will.  If the Membership wants to regain the amendment authority they would need to elect Board members who would be willing to adopt and pass on to the Membership an amendment transferring the authority back to them.

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