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Bylaws amendments order of precedence


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I am a 'member' of a fraternal 501c3, formed in 1960, there are no signed, dated, sealed bylaws in existence. The document they use is undated, unsigned, multi font, with no page numbers.  The process for amendments in that document is: "ARTICLE X - AMENDMENTS TO BYLAWS; SECTION 1. Amendment Process. Alterations or amendments to, or the repeal of the existing By-Laws or the adoption of new By-Laws may be considered at any Annual or Special Meeting of the Members of the Foundation and become effective if two-thirds (2/3) of the Members at such meeting, either present in person or represented by proxy, vote in favor of such changes in the By-Laws. Such changes may be made at any Annual or Special Meeting of the Members provided that notice of the proposed alteration, amendment, repeal of an existing By-Law, or adoption of a new By-Law has been given to the Members of the Foundation at least sixty (60) days before such meeting of the Members of the foundation called for such purpose. All such notices contemplated shall be considered given if sent by regular mail of the United States Post Office or duly published in..." (the parent organizations official publication).  The parent organization members (who are members of the foundation) at a semi-annual meeting of the parent governing board passed: 1) a total rewrite of the bylaws; 2) a motion to print in official publication 3) a motion to repeal the existing bylaws; 4) a motion to notify the foundation trustees by US Mail, return receipt the proposed bylaws, list of motions and publication timeline deadline.  The foundation is declaring their one change is the ONLY one that will be voted upon

The parent organization was formed in 1923.  To be member or officer of the foundation formed in 1960 one has to be member of a club in good standing of the parent organization.  Both are separate non-profit corporations founded in MO. Both are totally separate except for the membership requirement.


  1. There is nothing in the current "bylaws" requiring trustee approval etc. so can they just ignore what appears to be 'properly' presented full revisionFYI - there was a trustee present at the parent meeting representing the foundation chairman but "everything was above his pay grade."
  2. Assume their one amendment is voted down. The total revision version would be voted on next.  If adopted, then vote on repeal of the undated/unsigned version? 
    Their version voted down.  Vote on the repeal of the unsigned/undated version. Then vote on total rewrite of bylaws?
  3. Or something else? i could not find anything in the Robert's Rules of Order dealing with any of this.
  4. Lastly, does the rewrite version have to have changes highlighted/different color of font etc.?





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