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Question about proper procedure


Louise

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According to our organization's bylaws, our board sets the policies and the general membership approves (or rejects) any proposed policy changes.

 

Our bylaws also require 21 days' notice of the time, day and location and nature of the business to be transacted it the bylaws are to be amended.

 

We have a special meeting for which notice has been given, and amending our bylaws was not included in that notice.

 

Based on the above, if a member wanted to amend that bylaw to allow the Association to amend the policies at any time or for any reason, would the following be correct:

 

1. It would be out of order for a bylaw amendment to be brought forward at the aforementioned special meeting.

 

2. Therefore a member of the organization would have to bring forward the amendment at the next regular meeting.

 

3. If he or she did so, then 21 days' notice of the meeting to vote on the now-proposed bylaw amendment would have to be provided to the membership first, meaning that the actual vote would have to wait until the *next* regular (or special, if the board chose to expedite the process) meeting.

 

Am I at all close?

 

 

 

 

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According to our organization's bylaws, our board sets the policies and the general membership approves (or rejects) any proposed policy changes.

Our bylaws also require 21 days' notice of the time, day and location and nature of the business to be transacted it the bylaws are to be amended.

We have a special meeting for which notice has been given, and amending our bylaws was not included in that notice.

Based on the above, if a member wanted to amend that bylaw to allow the Association to amend the policies at any time or for any reason, would the following be correct:

1. It would be out of order for a bylaw amendment to be brought forward at the aforementioned special meeting.

2. Therefore a member of the organization would have to bring forward the amendment at the next regular meeting.

3. If he or she did so, then 21 days' notice of the meeting to vote on the now-proposed bylaw amendment would have to be provided to the membership first, meaning that the actual vote would have to wait until the *next* regular (or special, if the board chose to expedite the process) meeting.

Am I at all close?

It certainly will not be in order to amend the bylaws at the upcoming special meeting. It may, however, be in order to vote on an amendment to the bylaws at the next regular meeting. The fact that the bylaws require 21 days of notice for their amendment does not necessarily mean that such notice must be given at a meeting. Frequently, the bylaws permit such notice to be given by mail.

If RONR is controlling, notice may be given at a the previous regular meeting (if the next meeting is within a quarterly interval) or included in the call of the meeting.

One more question:

Could a member "give notice" at a special meeting of his/her intent to propose that bylaw amendment at a special meeting that did not include that in the call of the meeting?

No.

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It certainly will not be in order to amend the bylaws at the upcoming special meeting. It may, however, be in order to vote on an amendment to the bylaws at the next regular meeting. The fact that the bylaws require 21 days of notice for their amendment does not necessarily mean that such notice must be given at a meeting. Frequently, the bylaws permit such notice to be given by mail.

 

Okay, thank you for that timely reminder. Our bylaws actually require that notice be given by mail or email. Does that mean that a member could not give notice of a bylaw amendment at a meeting? If so, doesn't that rob them of their right to propose bylaw amendments (meaning that our method of amending bylaws should be, well, amended?)

 

It certainly will not be in order to amend the bylaws at the upcoming special meeting. It may, however, be in order to vote on an amendment to the bylaws at the next regular meeting. 

If RONR is controlling, notice may be given at a the previous regular meeting (if the next meeting is within a quarterly interval) or included in the call of the meeting

We have two regular meetings a year, so they are not in quarterly intervals.

Finally (I hope): if the board is not in favour of the proposed bylaw change, does it send out the proposed change before Regular Meeting A or does it wait for the member to propose it at Regular Meeting A before doing sending out notice of the proposed amendment in the call for Regular Meeting B?

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Okay, thank you for that timely reminder. Our bylaws actually require that notice be given by mail or email. Does that mean that a member could not give notice of a bylaw amendment at a meeting? If so, doesn't that rob them of their right to propose bylaw amendments (meaning that our method of amending bylaws should be, well, amended?)

Yes, if the bylaws specifically provide that notice shall be given by mail or e-mail, then notice may not be given at a meeting instead. This is not an unusual provision, and I don't think this robs anyone of their rights - it just changes how those rights are exercised.

Whether the bylaws should be amended to permit giving notice at a meeting is up to the society. (It should also be noted that, given how infrequently the membership meets, giving notice at a meeting wouldn't be an option under RONR either).

Finally (I hope): if the board is not in favour of the proposed bylaw change, does it send out the proposed change before Regular Meeting A or does it wait for the member to propose it at Regular Meeting A before doing sending out notice of the proposed amendment in the call for Regular Meeting B?

It is the Secretary's duty to promptly send notice of the proposed amendment. Since the bylaws make no mention of offering the amendment at a meeting, there is no reason to wait until it is offered at a meeting in order to send the notice. Whether the board is in favor of the amendment is irrelevant.

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Okay, thank you for that timely reminder. Our bylaws actually require that notice be given by mail or email. Does that mean that a member could not give notice of a bylaw amendment at a meeting? If so, doesn't that rob them of their right to propose bylaw amendments (meaning that our method of amending bylaws should be, well, amended?)

 

 

It wold seem that notice given at a meeting would not be in order, but, as always, your organzation will have to interpret the exact language in your bylaws.

 

I don't see how this requirement robs anyone of their right to propose bylaw amendments, since it appears to just set out the process for handling such proposals.

 

 

Finally (I hope): if the board is not in favour of the proposed bylaw change, does it send out the proposed change before Regular Meeting A or does it wait for the member to propose it at Regular Meeting A before doing sending out notice of the proposed amendment in the call for Regular Meeting B?

 

It's not at all clear to me that the board has anything to do with proposals for bylaw amendments. Your original post said that the board sets policies, which are then approved or rejected by the membership. Your bylaws should (hopefully) indicate whether those 'policies' include the process for amending the bylaws. Look carefully at the bylaw article that specifies the procedure for bylaw amendments. I would argue that if that article makes no mention of a role for the board, then bylaw amendment proposals are not subject to board action.

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Yes, if the bylaws specifically provide that notice shall be given by mail or e-mail, then notice may not be given at a meeting instead. This is not an unusual provision, and I don't think this robs anyone of their rights - it just changes how those rights are exercised.

Whether the bylaws should be amended to permit giving notice at a meeting is up to the society. (It should also be noted that, given how infrequently the membership meets, giving notice at a meeting wouldn't be an option under RONR either).

It is the Secretary's duty to promptly send notice of the proposed amendment. Since the bylaws make no mention of offering the amendment at a meeting, there is no reason to wait until it is offered at a meeting in order to send the notice. Whether the board is in favor of the amendment is irrelevant.

Okay, good reminder about the infrequent meetings negating the need to permit notice being given at a meeting.

 

So in essence, a member can propose a bylaw amendment at any time (not at a meeting), and the Secretary has to send out notice of the proposed amendment at least 21 days prior to the next meeting. This makes sense.

So that means that we could vote on a proposed bylaw amendment at the next regular meeting (provided enough time existed to provide sufficient notice).

 

It's not at all clear to me that the board has anything to do with proposals for bylaw amendments. Your original post said that the board sets policies, which are then approved or rejected by the membership. Your bylaws should (hopefully) indicate whether those 'policies' include the process for amending the bylaws. Look carefully at the bylaw article that specifies the procedure for bylaw amendments. I would argue that if that article makes no mention of a role for the board, then bylaw amendment proposals are not subject to board action.

 

No, the policies say nothing about bylaw amendments; only our bylaws themselves (and RONR) do. I noted that RONR states that "any member is entitled to [give notice of a bylaw amendment] on page 596. I always envisioned "giving notice" as something a member did at a meeting of the general membership, but apparently he/she can give notice to the secretary and/or board. (Is there a specific RONR reference for that?)

 

Whew. I'm glad to hear that the board is not responsible for bylaw amendments! If the board had to be supportive of any proposed amendments, I wasn't sure how that would work for sending out the notice, since that's the province of the secretary. The fact that the board's feelings are irrelevant make this much simpler. :)

 

 

 

Obviously, Josh types faster than I do.

 

Thanks to you both. You have no idea how helpful you've been.

 

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