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New Business - Amendment to bylaws

Guest Orlando Felix

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Guest Orlando Felix

I would like you opinion regarding an issue that came up in our annual meeting. SPRH a nonprofit organization with members that have voting right. We held our annual meeting to elect the 2015 board of directors and to transact such other business as properly comes before the meeting.


While reviewing the agenda, in new business, a member of the organization who did not qualify to be part of the board requested we review the bylaws. The agenda was approved and in new business he presented an amendment to the bylaws proposing changing the term of the board from one year to two years. He also made a motion to amend the bylaws in a matter that would qualify him to hold a position on the board of directors.


The amendments were presented to the membership, voted and adopted immediately. This person was also elected to a position in the board and the board was elected for two years.


This is the paragraph of bylaws dealing with amendments to the bylaws in effect at the time of the meeting.


16.1 Amendment of By Laws: These bylaws may be amended by the majority vote of the Members present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which quorum is present, approve amendments to the Bylaws which are mandated necessary.


A member of the organization contacted me and said that the election of this member was null and void because the organization failed to follow the bylaw addressing the amendment of the bylaws as required in the same.


Upon advising the board member, he stated that if his election is null so was the election of all other members of the board, the changes to the bylaws and the annual meeting. It should be noted that all other board members qualify for their position as per the original bylaw.


I just noticed that according to Robert's Rules these motions are null and void, because the bylaw stated that if an amendment to the bylaws is proposed, the intention to amend the bylaws must be specify in the call.


Now, I wonder. The entire annual meeting is invalid or the motions to amend the bylaws only? What can I do to fix this? Thanks for the guidance you can give me on this matter.

Thank you for your valuable time.
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It's late and I'm tired but here's my take on it:


It appears to me that the adoption of bylaw changes was improper and that all bylaw changes adopted at that meeting are null and void.  Proper notice of the amendments was not given.  Someone should raise a point of order at the next meeting that the bylaw amendments are void due to lack of proper notice.


The election of the member to the board because of the bylaw change is also void.


The election of the other members to the board was proper, but since the bylaw amendments are void, they were elected only to one year terms pursuant to the "old" bylaws, not  to two year terms.  Since the adoption of the new bylaws was void, the old bylaws were still in effect.


Question:  What's with that screwy bylaw provision that says the board can "approve amendments to the Bylaws which are mandated necessary"???   What the heck???   Who thought up that provision??   And why??

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Edgard: The bold and e-mail are the result of a late copy and paste. 


Richard Brown:  Thank you for answering and giving us your opinion. You are in direct agreement with what I understood to be correct.  About the last sentence of the provision; we do not know the history behind that. According to members the founders wrote that provision to adopt changes to the bylaws to reflect new changes to the state law only. In my opinion it is not necessary but is there until we properly amend the bylaws. Thanks

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