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Amendment to a noticed By-Law change at an AGM


Bob G
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The following is the current By-Law pertaining to ‘Amendments to the By Laws’ for the organization that I belong to:

The By-Laws of the Association may be repealed or amended with By-Laws enacted by a two-thirds majority vote of the Directors at a meeting of the Board of Directors, and sanctioned by an affirmative vote of at least two-thirds majority of the members at a meeting duly called for the purpose of considering the said By-Laws, or by mailed and/or electronic ballot providing thirty (30) days’ notice in writing has been sent to all members.

Last year we had a noticed By-Law motion to change the time to submit an application to run for Director-At-Large from ‘prior the published time of the commencement of the Annual General Meeting  

The noticed motion was to change the application deadline to ‘by 5:00 pm Eastern Time, five days prior to the Annual General Meeting’.

During the debate at the meeting there were suggestions to possibly amend the motion to replace the five day period to fifteen or twenty days from the noticed five days.  There was a concern expressed by many present that since the five day motion was noticed, it could not be amended, as members carrying proxies would not have direction on how to vote for the people who they carried proxies for, while a couple members put forward suggestions that the intent was still the same only the detail of length of time was changed.n .

In the end the motion passed with the well over two-thirds majority required.  However for future reference my question is could those attending the meeting (about 15% of the membership) been ok to amend the noticed motion and vote on the amended motion?  

Bob

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22 minutes ago, Bob G said:

Last year we had a noticed By-Law motion to change the time to submit an application to run for Director-At-Large from

• ‘prior the published time of the commencement of the Annual General Meeting 

The noticed motion was to change the application deadline to

• ‘by 5:00 pm Eastern Time, five days prior to the Annual General Meeting’.

During the debate at the meeting there were suggestions to possibly amend the motion to replace the five day period to fifteen or twenty days from the noticed five days.  There was a concern expressed by many present that since the five day motion was noticed, it could not be amended, as members carrying proxies would not have direction on how to vote for the people who they carried proxies for, while a couple members put forward suggestions that the intent was still the same only the detail of length of time was changed.

However for future reference my question is could those attending the meeting (about 15% of the membership) been ok to amend the noticed motion and vote on the amended motion? 

 

Robert's Rules of Order talks about "scope" of one's previous notice.

Where you have zero deadline, but you wish to adopt an amendment with a deadline, the notice's time, or length, or breadth, or depth (etc.) will establish the scope of possible amendments.

So, I think you do have a possible range of scope.

***

What is that range of scope?

Probably somewhere between

   (a.) the status quo (none); and

   (b.) the proposed 5-day limit.

So, amendments between 0 days and 5 days would probably be your scope of amendments.

***
While I ponder, I am trying to play devil's advocate an imagine the scope being the other way around, but I don't think there is an argument for longer days (i.e., 5+).

 

 

 

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When amending bylaws which have been previously adopted by the organization, what matters is the "scope" of a proposed amendment. So in order to answer your question, I would need to know whether the current bylaw is more strict, and the proposed amendment is attempting to ease it, or the opposite.

Robert's Rules says, "when previous notice is a requirement for the adoption of a motion to rescind or amend something previously adopted, no subsidiary motion to amend is in order that proposes a change greater than that for which the notice was given" (RONR pg. 307, ll. 30-34).

So if the current bylaws only allow three days, and the proposed amendment goes to five days, an amendment to go to fifteen or twenty would be beyond the scope of the notice. But if the current bylaws say thirty days, and the proposed amendment goes to five days, then amendments anywhere between five and thirty would be in order, but nothing fewer than five.

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Thank you Kim & Greg for your replies.

It appears the consensus thinking at the meeting was the correct move.  Thanks for the info on where to find the information in RONR 11.

BTW our not for profit organization is currently working with a Pro Bono lawyer to rewrite our By-Laws top to bottom, but this will likely take the committee a few months to complete before putting them to the membership.

Bob

 

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28 minutes ago, Godelfan said:

Oh no, getting a lawyer involved tends to make bylaws worse...

Right!  Get a parliamentarian.....


Contact either (or both) the ...

National Association of Parliamentarians
213 South Main St.
Independence, MO  64050-3850

Phone: 888-627-2929
Fax: 816-833-3893;  
e-mail: hq@NAP2.org  
<<www.parliamentarians.org>>

or

American Institute of Parliamentarians
618 Church Street, Ste 220
Nashville, TN 37219

phone: 888-664-0428
e-mail: aip@aipparl.org
<< www.aipparl.org >>


for a reference or information.  Both organizations offer training and contacts with local parliamentarians.

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6 minutes ago, Bob G said:

We need someone who is well versed in the rules and requirements of Canada's Not-For-Profit Act as much as anything.

Bob

 

Use an (hopefully experienced ) attorney to help draft your bylaws or to unsure that they comply with law if you want to, but have an experienced Parliamentarian review them at some point to look for problems from a parliamentary procedure standpoint. Most attorneys know absolutely nothing about parliamentary procedure. 

The sample bylaws in RONR can be a very good starting point and can serve as a checklist.

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7 hours ago, Bob G said:

We need someone who is well versed in the rules and requirements of Canada's Not-For-Profit Act as much as anything.

Bob

 

Yes, you do need a lawyer, particularly in view of the fact that, wherever there is a conflict between a provision in your bylaws and Canada's Not-For-Profit Act, the provisions in the Act will govern the matter, and not your bylaws. Just the opposite will be the case if the conflict is between a provision in your bylaws and some rule of parliamentary procedure adopted by your organization for the governance of its proceedings.

Fortunately, it is usually not difficult for a charitable organization to find a competent lawyer who will assist it without charge, as you have done, since most jurisdictions require that lawyers perform a certain amount of work pro bono each year. I do not know if either the National Association of Parliamentarians or the American Institute of Parliamentarians imposes such a requirement on persons it has credentialed as being proficient in parliamentary law, but I don't suppose that it matters much.

Edited by Daniel H. Honemann
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