Amendments within the scope of notice

[g40]

I am a Board member of a regional association, where organizations are the members of the association. According to our Bylaws, we will give the required notice (30 days) of proposed changes to our Bylaws and Articles of Incorporation. In reviewing the details and wording (with our attorney) of these proposed amendments for a vote by the membership at the upcoming annual meeting of members, there seems to be many interrelationships between the Articles of Incorporation and the Bylaws, as well as issues of having wording in the documents that will be approved by the relevant state agency.

 

For these reasons, we want to prohibit amendments to the proposed changes from the floor at the annual meeting - and have a straight up or down vote. At the surface level, there seem to be 1 or 2 changes that might fit allowing changes within the scope of the notice - but we are concerned that such changes to the wording would probably have potential negative implications. How, and on what basis, can the Chair of the annual meeting disallow any amendments to the proposed changes to the two documents?

[Richard Brown]

How, and on what basis, can the Chair of the annual meeting disallow any amendments to the proposed changes to the two documents?

I don't think he can.  However, if the proposed amendments are outside the scope of notice or of the original proposed amendment, it would be out of order. 

 

For example, if there was a proposed bylaw amendment to raise the dues from $25 per year to $50 per year, a floor amendment to change the amount to anywhere between $26 and $49 would be in order, but an amendment to increase it to $51 would not be in order because it exceeds the scope of the original proposal.  An amendment to lower the dues to an amount less than $25 would likewise be out of order.

 

Edited to add:  The chair, or, better yet, the attorney, can explain to the membership the dangers of amendments and implore the members not to propose certain amendments, but I don't see how the chair can prohibit them other than by ruling that they exceed the scope of the notice.  Any such ruling, can, of course, be appealed to the assembly.

[Dan Honemann]

I am a Board member of a regional association, where organizations are the members of the association. According to our Bylaws, we will give the required notice (30 days) of proposed changes to our Bylaws and Articles of Incorporation. In reviewing the details and wording (with our attorney) of these proposed amendments for a vote by the membership at the upcoming annual meeting of members, there seems to be many interrelationships between the Articles of Incorporation and the Bylaws, as well as issues of having wording in the documents that will be approved by the relevant state agency.

 

For these reasons, we want to prohibit amendments to the proposed changes from the floor at the annual meeting - and have a straight up or down vote. At the surface level, there seem to be 1 or 2 changes that might fit allowing changes within the scope of the notice - but we are concerned that such changes to the wording would probably have potential negative implications. How, and on what basis, can the Chair of the annual meeting disallow any amendments to the proposed changes to the two documents?

 

No rule in RONR says that a motion can be ruled out of order by the presiding officer simply because he thinks that it "would probably have potential negative implications."

 

I'd be rather surprised if anyone thought that he could.

[Edgar Guest]

. . . we are concerned that such changes to the wording would probably have potential negative implications.

If the "we" constitutes a majority, the proposed changes will be defeated. If the "we" is in the minority, well . . . that's democracy for ya.

 

Perhaps, either prior to the meeting or in the course of debate, you can convince your fellow members of the "probable potential negative implications". 

[Josh Martin]

For these reasons, we want to prohibit amendments to the proposed changes from the floor at the annual meeting - and have a straight up or down vote. At the surface level, there seem to be 1 or 2 changes that might fit allowing changes within the scope of the notice - but we are concerned that such changes to the wording would probably have potential negative implications. How, and on what basis, can the Chair of the annual meeting disallow any amendments to the proposed changes to the two documents?

If you wish to prohibit amendments from the floor to the proposed changes, you'll need to include a rule to that effect in the convention standing rules. Adopting a set of convention standing rules requires a 2/3 vote, and as this rule is in the nature of a rule of order, it will also take a 2/3 vote if it is pulled for separate consideration. If you want to make extra sure, you might also wish to include provisions in the rule which make it more difficult to suspend.

Without such a rule, the chair cannot disallow any amendments to the proposed changes to the two documents.

[Richard Brown]

If you wish to prohibit amendments from the floor to the proposed changes, you'll need to include a rule to that effect in the convention standing rules. Adopting a set of convention standing rules requires a 2/3 vote, and as this rule is in the nature of a rule of order, it will also take a 2/3 vote if it is pulled for separate consideration. If you want to make extra sure, you might also wish to include provisions in the rule which make it more difficult to suspend.

Josh, I have some concerns about your post.  Perhaps I am not understanding it correctly.

 

First, this is an annual meeting not a convention.  Because it's an annual meeting and not a convention, do the rules for conventions apply?

 

Second, if the assembly can adopt a rule (whether it is called a special rule, special rule of order or standing rule or some other name) that floor amendments to the proposed bylaw amends shall not be permitted, wouldn't that rule (regardless of its name) be in the nature of a special rule of order that can be suspended?  I'm not aware that a rule, short of a bylaw provision, can be imposed which absolutely prohibits amendments from the floor.   I agree that such a rule might make it more difficult to make a floor amendment, but I don't see how floor amendments can be prohibited.  In fact, it appears on the bottom of page 620 and the top of page 621 that a convention standing rule can  be suspended by a majority vote. 

 

So, I guess I have four questions: 

 

1.  Is adopting a convention standing rule appropriate since this is an annual meeting, not a convention?

 

2.  If such a rule is appropriate (by whatever name it is called), can it be suspended?

 

3.  What vote is required to suspend such a rule, assuming such a rule is appropriate?

 

4.  Is it possible for such a rule to prohibit its own suspension?

[Josh Martin]

First, this is an annual meeting not a convention. Because it's an annual meeting and not a convention, do the rules for conventions apply?

The assembly may adopt a standing rule or a rule of order to have effect only for the duration of the current session. These are, essentially, what convention standing rules are. The name is not, so far as I can tell, intended to mean that only conventions can adopt such rules, but is a reflection of the fact that conventions are the assemblies which most commonly adopt such rules.

Second, if the assembly can adopt a rule (whether it is called a special rule, special rule of order or standing rule or some other name) that floor amendments to the proposed bylaw amends shall not be permitted, wouldn't that rule (regardless of its name) be in the nature of a special rule of order that can be suspended?

Yes.

1. Is adopting a convention standing rule appropriate since this is an annual meeting, not a convention?

2. If such a rule is appropriate (by whatever name it is called), can it be suspended?

3. What vote is required to suspend such a rule, assuming such a rule is appropriate?

4. Is it possible for such a rule to prohibit its own suspension?

1. Yes.

2. Yes.

3. A majority, unless the rule provides otherwise. "In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule." (RONR, 11th ed., pg. 261, lines 15-17) I would suggest providing that the rule may only be suspended by a 2/3 vote. By doing so, the rule will protect a minority of greater than one-third.

4. I don't think it matters. Even if this was possible, a convention standing rule may be amended by means of a motion to Amend Something Previously Adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. (I highly suspect that only the first of these will be practical for this assembly.)

I did not mean to suggest that it was possible to absolutely prohibit amendments to the proposed changes to the bylaws, nor do I think this would be desirable, but the assembly may make it a good deal more difficult, if it wishes to do so.

Of course, it will likely be far simpler to just persuade members that amending the proposed changes would be undesirable, as these other methods will be more complicated and will require more members to pull them off.

[g40]

Thank you all. I will look into the feedback.

[Gary Novosielski]

I am a Board member of a regional association, where organizations are the members of the association. According to our Bylaws, we will give the required notice (30 days) of proposed changes to our Bylaws and Articles of Incorporation. In reviewing the details and wording (with our attorney) of these proposed amendments for a vote by the membership at the upcoming annual meeting of members, there seems to be many interrelationships between the Articles of Incorporation and the Bylaws, as well as issues of having wording in the documents that will be approved by the relevant state agency.

 

For these reasons, we want to prohibit amendments to the proposed changes from the floor at the annual meeting - and have a straight up or down vote. At the surface level, there seem to be 1 or 2 changes that might fit allowing changes within the scope of the notice - but we are concerned that such changes to the wording would probably have potential negative implications. How, and on what basis, can the Chair of the annual meeting disallow any amendments to the proposed changes to the two documents?

 

The chair has no such authority, unless the amendments fall outside the scope of the notice, or the amendment is out of order for some other valid reason.  (Technically it may be possible to suspend the rules or adopt a special rule but, if a group of members of sufficient size wishes to move and adopt floor amendments, such parliamentary maneuvering has no chance of success.)

 

Still, if anyone believes that a particular amendment to the proposed changes is a bad idea, or causes inconsistencies with some other part of the bylaws, then the member should make that case in debate on the amendment, and vote against it himself, or suggest further changes that will fix the perceived problem(s).  

 

If a member believes that an amendment falls outside the scope of the notice, and the chair does not rule it out of order on that basis, the member can raise a point of order.