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Bylaws and General Body


Upen
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Our Not for profit religious organization has a Trust fund committee set up to have funds segregate din case the Temple requires funds in calamitous conditions like earth quake, fire etc. The bylaw controlling this fund has a very strict criteria to use this funds money. The request for funds from the BOT has to be approved by 3/4 of the Trust fund committee members,, and the full BOT and 2/3rds of the 2 categories of General body. This bylaw is 20 years old and has about $1.2 million. It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member. A question was raised by the current chairman of the Bylaws committee that as the General body approval is needed we should get their approval in the next General Body meeting. Some members disagree saying as it is a bylaw which according to our Bylaws can be amended by 2/3rd affirmative votes, and no bylaw has been presented to General Body for approval, more over it has been on the books for 20years. The Roberts rules is silent on this issue, so as the Illinois state law.

I am requesting this august body for advise and guidance.

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26 minutes ago, Upen said:

Our Not for profit religious organization has a Trust fund committee set up to have funds segregate din case the Temple requires funds in calamitous conditions like earth quake, fire etc. The bylaw controlling this fund has a very strict criteria to use this funds money. The request for funds from the BOT has to be approved by 3/4 of the Trust fund committee members,, and the full BOT and 2/3rds of the 2 categories of General body. This bylaw is 20 years old and has about $1.2 million. It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member. A question was raised by the current chairman of the Bylaws committee that as the General body approval is needed we should get their approval in the next General Body meeting. Some members disagree saying as it is a bylaw which according to our Bylaws can be amended by 2/3rd affirmative votes, and no bylaw has been presented to General Body for approval, more over it has been on the books for 20years. The Roberts rules is silent on this issue, so as the Illinois state law.

What do your bylaws say regarding amendments to the bylaws?

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1 hour ago, Upen said:

...

The bylaw controlling this fund has a very strict criteria to use this funds money. 

The request for funds from the BOT has to be approved

(a.) by 3/4 of the Trust fund committee members, and

(b.) by the full BOT, and

(c.) by 2/3rds of the 2 categories of General body.

...

It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member.

***

A question was raised by the current chairman of the Bylaws committee 

(S1.) that as the General body approval is needed we should get their approval in the next General Body meeting.

***

Some members disagree saying

(S2.) as it is a bylaw which according to our Bylaws can be amended by 2/3rd affirmative votes, and no bylaw has been presented to General Body for approval, more over it has been on the books for 20 years.

>> It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member.

Q. What is "it" -- Do you mean (a.) the text of the bylaw? (b.) the act of use of the money?

***

Q. What has

(a.) the method of amendment of your bylaws (S2)

got to do with

(b.) the question of "permission from the General Body" (S1)?

***

Q. What is YOUR question about Robert's Rules of Order? What do you need help with?

 

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Thank you for considering our problem

I am looking for an advise on a sticky situation. Two of our bylaws have a provision that the action needs to be approved by, or appealed to the General body. One relates to spending the Trust fund money to use in catastrophic situations, another deals with grievances of the Trustees.

My question is because of the requirement of General body's approval to implement these bylaws, does these two bylaws need to be approved by the general body for them to be legal byelaws?

I am pasting the Article and the Bylaw regarding the amendments. Currently the new byelaws are also developed following the same rules. There is no mention any where of the Byelaw that was approved by the Board of Trustees needs general body approval.

 CONSTITUTION

ARTICLE VII

BYLAWS

 

Functioning of this organization shall be in accordance with this Constitution and its Bylaws.  The Bylaws can be amended by a two thirds (2/3) majority of the members of the full Board of Trustees.

 

BYLAW 23:  AMENDMENTS

These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below:

 

A.      The Board of Trustees can amend these By-laws provided it is passed by a two-thirds (2/3) membership of the full Board of Trustees (BOT), without proxy in a duly convened BOT meeting

B.       Any member with voting rights can propose an amendment to these By-laws at duly convened General Body Meeting, provided it is supported in writing by ten percent (10%) of each category of members with voting rights. Such proposals must be submitted to the Secretary at least 30 days prior to the Annual General Body Meeting.

 

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1 hour ago, Upen said:

My question is

Because of the requirement of General body's approval to implement these bylaws, does these two bylaws need to be approved by the general body for them to be legal byelaws?

 

BYLAW 23:  AMENDMENTS

These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below:

 

A.      The Board of Trustees can amend these By-laws provided it is passed by a two-thirds (2/3) membership of the full Board of Trustees (BOT), without proxy in a duly convened BOT meeting

B.       Any member with voting rights can propose an amendment to these By-laws at duly convened General Body Meeting, provided it is supported in writing by ten percent (10%) of each category of members with voting rights. Such proposals must be submitted to the Secretary at least 30 days prior to the Annual General Body Meeting.

 

>> Because of the requirement of General body's approval to implement these bylaws, ...

Hold it right there!

Per your Bylaw 23, the general body has no say in the voting on an amendment to your bylaws.

***

>> Q. Do these two bylaws need to be approved by the general body for them to be legal bylaws?

Answer: No.

Per your Bylaw 23 #A, there is only one body authorized to vote on amendments to bylaws, namely, your Board of Trustees.

Your Bylaw 23 #B only grants the right of proposal to an individual member. Not voting rights. Proposal rights.

 

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1 hour ago, Upen said:

My question is because of the requirement of General body's approval to implement these bylaws, does these two bylaws need to be approved by the general body for them to be legal byelaws?

No. These two things have nothing to do with each other. The fact that certain provisions in the bylaws require membership approval for certain actions does not mean that membership approval is required to adopt those provisions. The rules are the same as for any other amendment to the bylaws, and the provisions you have cited quite clearly give that power to the board.

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I can certainly see where the Board of Trustees is given authority to amend the bylaws.

I certainly see where (B) only mentions proposal rights for a member of the General Body.

But are we to totally disregard "These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below" ?

If it said "These Bylaws shall be formulated and amended pursuant to the procedure stated below" and then gave the Board of Trustees amending rights and the General Body only approval rights, that would certainly be clearer. But what is one to make of "or by the General Body" when it specifically applies to the preceding formulation and amending?

 

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1 hour ago, Tom Coronite said:

I can certainly see where the Board of Trustees is given authority to amend the bylaws.

I certainly see where (B) only mentions proposal rights for a member of the General Body.

But are we to totally disregard "These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below" ?

If it said "These Bylaws shall be formulated and amended pursuant to the procedure stated below" and then gave the Board of Trustees amending rights and the General Body only approval rights, that would certainly be clearer. But what is one to make of "or by the General Body" when it specifically applies to the preceding formulation and amending?

 

I think Mr. Coronite is raising a legitimate point.  Bylaw Article VII and Bylaw # 23, when read in its entirety and taken as a whole, DOES seem to say that the bylaws can be amended by EITHER the Board of Trustees (with a vote of two thirds of the full board) OR by the general body, presumably at an annual general body meeting. 

So, the bylaws so seem to say in TWO places that they can be amended by the Board or the general body.  You have to read Article VII and "Bylaw 23" in its entirety.  Here it is.  I have highlighted what I think is a key provision in the first sentence of "Bylaw 23: Amendments".

7 hours ago, Upen said:

 

 CONSTITUTION

ARTICLE VII

BYLAWS

 

Functioning of this organization shall be in accordance with this Constitution and its Bylaws.  The Bylaws can be amended by a two thirds (2/3) majority of the members of the full Board of Trustees.

 

BYLAW 23:  AMENDMENTS

These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below:

 

A.      The Board of Trustees can amend these By-laws provided it is passed by a two-thirds (2/3) membership of the full Board of Trustees (BOT), without proxy in a duly convened BOT meeting

B.       Any member with voting rights can propose an amendment to these By-laws at duly convened General Body Meeting, provided it is supported in writing by ten percent (10%) of each category of members with voting rights. Such proposals must be submitted to the Secretary at least 30 days prior to the Annual General Body Meeting.

 

I agree with Tom Coronite.   I believe the bylaws provide that the bylaws can be amended by EITHER the Board or the general membership.  I think it is clear that Section B has no application to amendments by the board and clearly applies to  amendments by the general membership (general body).

It is ultimately up to the members of the society itself to interpret Article VII and "Bylaw 23".

Edited by Richard Brown
typographical correction in 2nd paragraph
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So if we say that they can be amended by either body, what follows?  If either body makes an amendment, the amendment is there, right?  So one can make an amendment, then the other can remove it, and infinitum?  I suppose.  But what does that have to do with this question, where the board has adopted an amendment, and wants to know if it needs to also be approved by the membership?  It would seem to me that the answer is no, but the body can amend it back out if they so choose.

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24 minutes ago, Kim Goldsworthy said:

If that interpretation were true, then you must answer the question,

"By what vote threshold may the General Body adopt an amendment to the bylaws?"

 

By the vote threshold specified in RONR in cases where the bylaws are silent.  RONR requires previous notice (as do these bylaws) and a two thirds vote or the vote of a majority of the membership to adopt a bylaw amendment when the bylaws are silent as to the vote required. RONR page 102 122

Edited by Richard Brown
Corrected page citation to RONR
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8 hours ago, Joshua Katz said:

So if we say that they can be amended by either body, what follows?  If either body makes an amendment, the amendment is there, right?  So one can make an amendment, then the other can remove it, and infinitum?  .

Most likely. But if that is what they created with such an arrangement, then that is what they created. It's unfortunate, but it reinforces the notion that following RONR advice more closely is a good thing. Don't give two distinct bodies authority to amend bylaws. (Not that I'm certain theirs do, but I could see it as a reasonable interpretation based on what we see here.)

8 hours ago, Joshua Katz said:

 But what does that have to do with this question, where the board has adopted an amendment, and wants to know if it needs to also be approved by the membership?  It would seem to me that the answer is no, but the body can amend it back out if they so choose.

Agreed.

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