Bylaws - Consider by Paragraph and Prior Notice

[Guest Margaret Storti]

Our current Bylaws state "these bylaws may be amended at any regular meeting of the Corporation membership by a two thirds vote of the Active Members present and voting, provided the amendment has been submitted in writing at the previous regular meeting and published in the Newsletter at least two weeks prior to the meeting at which the vote is to be taken."

 

Question of interpretation - I need some advice quickly.  We have distributed a substantial Bylaws revision to our membership and scheduled a Special Meeting to vote on adoption.  Two week prior notice has been met and a Q&A process brought up several possible amendments; the Q&A document was sent back out to all members.  At the Special Meeting, we would like to "Consider by Paragraph (Seriatim)".  Assuming that some changes are made during this process of reading section by section, and we open it up at the end for any final amendment motions, are we then allowed to then "Consider the document as a whole" and take a vote to adopt at the same meeting?  Quorum is "active members present and voting" and two thirds is required to pass.

 

Or are we required to re-distribute the amended proposal for an additional two-week notice?  

 

Thank you.

[George Mervosh]

 

Our current Bylaws state "these bylaws may be amended at any regular meeting of the Corporation membership

 

We have distributed a substantial Bylaws revision to our membership and scheduled a Special Meeting to vote on adoption.  

 

Are you sure you don't have bigger problems requiring interpretation?

[Gary Novosielski]

 

Our current Bylaws state "these bylaws may be amended at any regular meeting of the Corporation membership by a two thirds vote of the Active Members present and voting, provided the amendment has been submitted in writing at the previous regular meeting and published in the Newsletter at least two weeks prior to the meeting at which the vote is to be taken."

 

Question of interpretation - I need some advice quickly.  We have distributed a substantial Bylaws revision to our membership and scheduled a Special Meeting to vote on adoption.  Two week prior notice has been met and a Q&A process brought up several possible amendments; the Q&A document was sent back out to all members.  At the Special Meeting, we would like to "Consider by Paragraph (Seriatim)".  Assuming that some changes are made during this process of reading section by section, and we open it up at the end for any final amendment motions, are we then allowed to then "Consider the document as a whole" and take a vote to adopt at the same meeting?  Quorum is "active members present and voting" and two thirds is required to pass.

 

Or are we required to re-distribute the amended proposal for an additional two-week notice?  

 

Thank you.

 

If your bylaws require adoption at a regular meeting, how do you expect to get away with adopting them at a special meeting?

[Guest Edgar]

If your bylaws require adoption at a regular meeting, how do you expect to get away with adopting them at a special meeting?

 

Gee, I wish Mr. Mervosh had noticed that. Oh, wait . . . 

[Guest Margaret Storti]

Thanks for your responses.  Oh, yes, there are certainly bigger problems - many not solved by the current bylaws.  

 

But the current Bylaws ALSO state that "Special meetings may be called by the President or the Executive Committee.  Special meetings, held by the Executive Committee, may be held electronically for the purpose of voting on items of the bylaws..."   This meeting will be held in person.

 

 

[Guest Edgar]

But the current Bylaws ALSO state that "Special meetings may be called by the President or the Executive Committee.  Special meetings, held by the Executive Committee, may be held electronically for the purpose of voting on items of the bylaws..."  

 

So the bylaws can be amended by either the general membership or the executive committee? In any event, the authority to call a special meeting of the executive committee is not the authority to call a special meeting of the general membership.

[Guest Margaret Storti]

Additionally, our interim President is trying to push an election through tonight at this Special Meeting six hours from now. No slate has been presented yet. I am at my wit's end and seven months of trying to arbitrate  revise Bylaws has probably all been wasted time.  

[jstackpo]

When the election just gets under way, PROMPTLY raise a point of order that elections require prior notice, and hence the election "under way" is improper.  p. 575, lines 7-9.

 

(It may not get you anywhere, but at least you will have made the public aware (at your meeting) that the president is attempting to do improper things.)

[Gary Novosielski]

Gee, I wish Mr. Mervosh had noticed that. Oh, wait . . . 

Yes, Mr. Mervosh unquestionably did, but I wasn't sure that the OP did.

[Gary Novosielski]

So the bylaws can be amended by either the general membership or the executive committee? In any event, the authority to call a special meeting of the executive committee is not the authority to call a special meeting of the general membership.

Well, if the bylaws give the Executive Committee the power to call a special meeting of the membership, which is not unheard of, then there's nothing wrong with that.  But they can't turn a special meeting into a regular one.

[Guest Edgar]

Well, if the bylaws give the Executive Committee the power to call a special meeting of the membership, which is not unheard of, then there's nothing wrong with that.  But they can't turn a special meeting into a regular one.

 

Yes, but it's unclear (at best) whether the president's and/or the executive committee's authority to call special meetings applies only to special meetings of the executive committee (thought they'd have to be in a, presumably regular, meeting in order to call a meeting) or if it (also?) applies to meetings of the general membership. Nor is it clear what it means for such a meeting to be "held by" the executive committee. But this is the price of trying to interpret excerpts of bylaws. It's parliamentary quicksand

 

But the current Bylaws ALSO state that "Special meetings may be called by the President or the Executive Committee.  Special meetings, held by the Executive Committee, may be held electronically for the purpose of voting on items of the bylaws..."   This meeting will be held in person.

 

[Guest Margaret Storti]

Thank you all for your responses, though no one answered my original question pertaining to voting to adopt immediately after consideration by paragraph. Is the clock reset on prior notice? Can these amended bylaws with a quorum present be adopted at the same meeting?

[Guest Edgar]

Thank you all for your responses, though no one answered my original question pertaining to voting to adopt immediately after consideration by paragraph. Is the clock reset on prior notice? Can these amended bylaws with a quorum present be adopted at the same meeting?

 

When specific amendments are proposed, any changes to those proposed amendments must fall "within the scope of the notice" of the proposed amendments. The simplest example is if the proposal changes the membership dues from $5 to $20. Any amount between those can be considered since it falls "within the scope of the notice". Any amounts lower or higher are not permitted. The idea is that members who are comfortable with the limits might choose not to attend the meeting.

 

When notice of a revision is given, the "scope of the notice" restriction is lifted and any and all changes are permitted. The idea here is that when members receive notice of a revision, they'd better show up because everything is up for grabs.

 

Note that there can be extensive but specific changes proposed without constituting a "revision".

 

But stay tuned. My idea that "revision" is a magic word might not be shared by those more knowledgeable than I.

[Thomas Ralph]

Thank you all for your responses, though no one answered my original question pertaining to voting to adopt immediately after consideration by paragraph. Is the clock reset on prior notice? Can these amended bylaws with a quorum present be adopted at the same meeting?

Not in this case, as your bylaws cannot be amended at a special meeting.

In the general case, please see Mr. Edgar's post about scope of the notice.