Amending bylaws: What can an assembly do to overcome a waiting period?

[Guest Matt]

Our association is in a situation in which our bylaws need to be amended, in order to be in compliance with a higher authority. Our bylaws require 2/3 vote of the assembly for amendment. The bylaws ALSO require 10 days advance notice by publication of the proposed amendments, before taking a vote. However, our cycle of regular meetings has ended, and an emergency assembly meeting will be needed. It was suggested that a motion could be taken from the floor, to adopt the amendments, and voted on at that meeting, and that this "right" of the assembly supersedes the waiting period outlined in the bylaws. Is this true? If not, is there a way to handle this business in a single meeting, or are we stuck with the (monumental) task of assembling a quorum of members on two separate dates?

[Josh Martin]

Our association is in a situation in which our bylaws need to be amended, in order to be in compliance with a higher authority. Our bylaws require 2/3 vote of the assembly for amendment. The bylaws ALSO require 10 days advance notice by publication of the proposed amendments, before taking a vote. However, our cycle of regular meetings has ended, and an emergency assembly meeting will be needed. It was suggested that a motion could be taken from the floor, to adopt the amendments, and voted on at that meeting, and that this "right" of the assembly supersedes the waiting period outlined in the bylaws. Is this true?

 

No. If the bylaws require 10 days of notice for amendments, then 10 days of notice is required for amendments. There's no way around that.

 

If not, is there a way to handle this business in a single meeting, or are we stuck with the (monumental) task of assembling a quorum of members on two separate dates?

 

Of course it's possible to do it in one meeting. What gave you the idea that two meetings would be required? You just need to send out notice of the proposed amendments 10 days before the meeting.

[Richard Brown]

Of course it's possible to do it in one meeting. What gave you the idea that two meetings would be required? You just need to send out notice of the proposed amendments 10 days before the meeting.

I agree with Mr. Martin unless your bylaws require that bylaw amendments actually be proposed at one meeting and then considered at the next meeting.  If the bylaws don't require that amendments first be proposed at a meeting, then there is certainly no need to have two meetings.

[Gary Novosielski]

Our association is in a situation in which our bylaws need to be amended, in order to be in compliance with a higher authority. Our bylaws require 2/3 vote of the assembly for amendment. The bylaws ALSO require 10 days advance notice by publication of the proposed amendments, before taking a vote. However, our cycle of regular meetings has ended, and an emergency assembly meeting will be needed. It was suggested that a motion could be taken from the floor, to adopt the amendments, and voted on at that meeting, and that this "right" of the assembly supersedes the waiting period outlined in the bylaws. Is this true? If not, is there a way to handle this business in a single meeting, or are we stuck with the (monumental) task of assembling a quorum of members on two separate dates?

No, the assembly has no "right" to throw out the bylaws.  That's why you have bylaws.  The notice requirement is mandatory.

 

And I concur that there's no apparent reason why two meetings would be needed.  Sending a notice doesn't require a meeting, it only requires postage--or whatever qualifies as "publication" in your organization.