Board Rewrites Bylaws

[Guest Ladyrdhd]

The Board of our community civic organization of over 500 members decided to revise the current bylaws "to better help them to function as a Board (their words)." The revision, which reduces the current 10 page document to 5 pages, and changes the wording of every article, was done totally without and to the exclusion of regular member input.

 

The Board formally approved their new document and mailed a copy of it to the members, in accordance with the current bylaws. The cover letter said members would be asked "to approve several changes to the club's bylaws (very misleading) at the annual meeting. The existing bylaws can be accessed via our club website."  Prior to this, members had no access to the bylaws, unless they asked for a copy.  A ballot was attached to the mailing with two items of business, (1) their slate of unopposed incumbent nominees (themselves), and on the same ballot, "(2) Vote for proposed bylaws revisions (yes) (no)".  The chair will simply and informally collect the ballots at the meeting.  There will be no motion, second, or opportunity to debate. 

 

Proxy ballots are allowed in the current bylaws for election of trustees and officers.  However, the current bylaws say "These bylaws may be amended by a 2/3 vote of members present at (any) membership meeting. 

 

For the sake of the organization, I think there should be a motion to postpone the vote on the Board's proposed revisions and make sure there is a bylaws review committee of regular members in place to propose amendments, if deemed needed, to put the process of Bylaws amendments back in the hands of the membership.  Should a point of order be raised to stop the count of ballots and proxies for the bylaws revision vote?  Am I on the right track?   

 

 

[Josh Martin]

Proxy ballots are allowed in the current bylaws for election of trustees and officers.

 

A proxy and an absentee ballot are two different things, although the two are somehow frequently confused. A proxy involves a member granting another person the right to act on his behalf at meetings, including his right to vote. The member might instruct the proxy to vote a certain way or permit him to exercise his own judgment. An absentee ballot, on the other hand, is a ballot filled out by a member and mailed in to the society. Both of these things are prohibited unless authorized by the organization's bylaws or required by applicable law, and the fact that one of these things is authorized does not necessarily mean the other is as well.

 

However, the current bylaws say "These bylaws may be amended by a 2/3 vote of members present at (any) membership meeting. 

 

For the sake of the organization, I think there should be a motion to postpone the vote on the Board's proposed revisions and make sure there is a bylaws review committee of regular members in place to propose amendments, if deemed needed, to put the process of Bylaws amendments back in the hands of the membership.  Should a point of order be raised to stop the count of ballots and proxies for the bylaws revision vote?  Am I on the right track?   

 

If the rules in RONR were controlling, the answers to these questions would certainly be "yes." Since your bylaws appear to permit proxy votes and/or absentee ballots, however, I think this will be a question of bylaws interpretation for your organization to interpret for itself. For example, some organizations which permit proxy votes permit members to be present in person or by proxy, so the fact that the bylaws provide that they may be amended by a 2/3 vote of the members present does not necessarily prohibit proxy votes. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

[Bruce Lages]

It sounds like you are. Are you sure that what you have quoted is the entirety of what your current bylaws say about amending them? If it is, then anything the board does, including this mail-in ballot, would seem to be irrelevant, since they (the board) do not appear to have any role in amending the bylaws. By all means, raise a point of order at the next membership meeting that the mail ballot to approve the bylaws is not in order because it violates the procedure specified in the current bylaws. Be prepared to appeal the chair's decision if the ruling goes against you, and have someone ready to second it. You can find information on points of order and appeals in RONR, 11th ed., Sec. 23, p.247, and Sec. 24, p.255.

 

If you want to move to commit the proposed revisions to a committee of the general membership, that is your right. It might help to try to raise some support from your fellow members to make that happen.

[Richard Brown]

To fully address your concerns, we need some more information.  For example, are members who don't attend the meeting allowed to turn in ballots?  Are mail ballots being allowed?  What, if anything, do your bylaws say about voting by mail?  What exactly do the bylaws say about the amendment process?  Do your bylaws authorize proxies for voting on bylaw changes or just for elections?

 

Based on the limited information you provided, I would say the procedure proposed by your board is not proper.  It appears from the information you provided that the bylaws can be amended only at a meeting.  Debate and amendments to the proposed changes must be permitted unless the assembly votes, by a two-thirds vote, to not allow debate or to end debate.

 

I'm also concerned about the elections (and nominations) that you referenced.  I have serious concerns as to whether that is proper procedure or maybe you left out some vital information, such as how the nominees were selected and whether your bylaws prohibit write in votes.

 

(Edited to add, in the 2nd paragraph, that amendments to the proposed new bylaws must be permitted).

[Guest Ladyrdhd]

Quoting the current bylaws:

"Article II, Membership Meetings, Section 5. Any member entitled to vote at any Membership Meeting may designate any other member as his proxy, and all proxies shall be in writing and filed with the secretary. This requirement shall not apply to the proxy authorization referred to in Article II, Section 5,A. of this By-Law document.

 

Article II, Section A. (referenced above) Family Membership, defined as Two (2) adults, age eighteen (18) or older, living together. Each of the two (2) adults shall have a single, undivided vote on all matters relating to the Corporation; it is further understood that should only One (1) of said adults attend any Membership Meeting of the Corporation, that said person shall automatically carry the proxy of the second person unless the Secretary of the Corporation has been notified to the contrary in writing.

 

Article II, Membership, Section 3. The Board of Trustees shall recommend to the Membership the amount of the annual membership dues. Final determination shall be made by a majority vote of the Members present or represented by proxy at the Annual Membership Meeting of the Corporation

 

Article IV, Trustees, Section 2. All Trustees shall be elected by the majority vote of the members present or represented by proxy at the Annual membership Meeting. The Board of Trustees shall hold office for a term of two (2) years, and shall continue in office until their successors shall have been duly elected and qualified, in accordance with Article III, Section 2 of this By-Law document.

 

Article V, Officers, Section 1. The Officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer. Any two (2) of the offices of Vice-President, Secretary, and Treasurer may be combined in one person.

Section 2. All of said Officers shall be elected by the majority vote of the members present or represented by proxy at the annual membership meeting of the Corporation.

 

Article VII, Amendments, Section 1. These By-Laws may be amended by a two-thirds (2/3) vote of the members present and entitled to vote at any Annual Membership Meeting, Regular Quarterly Membership Meeting, or Special Membership Meeting. Notice of any Membership Meeting for the amendment of the By-Laws shall contain a statement of the purpose of the meeting and a resume of the proposed amendment. Such notice of proposed special amendment shall be given by mailing to all of the members in good standing a written notice which shall contain the time and place of said meeting and which said notice shall be mailed at least thirty (30) days prior to said meeting; or, in lieu thereof, notice thereof shall be given to the members at a Annual, Regular Quarterly, or Special Membership Meeting of the intention to present the amendment for consideration at the next Annual or Regular Quarterly Membership Meeting or at a Special Membership Meeting to be called by the President in the manner heretofore provided in these said By-Laws, and which said proposed amendment shall be in writing and shall be filed with the Secretary where the same may be subject to inspection by any member of the Club upon his request."

 

These current bylaws are  silent on how elections will be conducted, the nominating process, etc.  The word "nomination" appears nowhere in the document, as does any other reference to a proposed slate of officers, candidates, or nominees.   Since the bylaws cite Robert"s Rules as the parliamentary authority, does that mean that we must follow the election procedures as outlined in Robert's Rules?  The ballot that was sent in the mailing did have 2 blank lines for write-in candidates. The mailing was sent within the above described time frame.

 

Thank you very much for your help.

 

 

 

 

 

 

 

 

 

[Josh Martin]

These current bylaws are silent on how elections will be conducted, the nominating process, etc. The word "nomination" appears nowhere in the document, as does any other reference to a proposed slate of officers, candidates, or nominees. Since the bylaws cite Robert"s Rules as the parliamentary authority, does that mean that we must follow the election procedures as outlined in Robert's Rules? The ballot that was sent in the mailing did have 2 blank lines for write-in candidates. The mailing was sent within the above described time frame.

As has been previously noted, it will ultimately be up to your organization to interpret its own bylaws. It would seem to me at first glance that your bylaws may well permit proxy votes on any issue (see Article II, Membership Meetings, Section 5), but as has been previously explained, an absentee ballot and a proxy vote are not the same thing. The procedure the board proposes, in which there will be no debate nor votes cast at the meeting itself and all votes are cast in advance of the meeting, seems questionable, but proxy votes at the meeting might still be permitted. I think the same is true for the elections.