How to question the validity of a bylaws change

[Guest w_w]

I have just started to be involved with a small club that dwindled in membership due mostly to a president who does what they want.  In the past, no one has wanted to challenge this person who has run amok with this club and has driven members away (more details as needed).

In the current bylaws (amended 2016) it states that a person may stay in office until they chose to vacate. In reviewing the previous edition of the bylaws (amended 2015), this bylaw said all positions were voted on every year.  We asked for copies of the meeting minutes for which these bylaws were changed and the minutes where notice should of been made are missing, the next months agenda says that they would be voting on bylaw changes, but the minutes never say a motion was made to change them.  Also, there are rumors of a special meeting being called to change the bylaws, but there is no written proof of doing so and all members are supposed to vote on the bylaw change.

 

My question is how do I motion to challenge the validity of the current bylaws (what words do I say)?  In a regular meeting do I raise a point of Order that the club is operating under illegally changed bylaws?   If no proof can be produced that the bylaws were changed per proper procedure, do I motion that we default back to the previous bylaws, thus requiring every office to be vacated and nominations to reoccur?

 

 

[Joshua Katz]

7 minutes ago, Guest w_w said:

My question is how do I motion to challenge the validity of the current bylaws (what words do I say)?  In a regular meeting do I raise a point of Order that the club is operating under illegally changed bylaws?   If no proof can be produced that the bylaws were changed per proper procedure, do I motion that we default back to the previous bylaws, thus requiring every office to be vacated and nominations to reoccur?

 

Yes, raise a point of order.  No, do not motion that you default back to the previous bylaws, for two reasons.  First, because motion is not a verb.  Second, because if the bylaws were never changed, making a motion that amounts to trying to change them back muddies the waters.

Personally, I would raise a point of order that an election needs to be held.  When the chair rules the point of order not well taken because the bylaws say people can stay in office forever (!), I would appeal and argue that no one has been able to demonstrate that the bylaws were changed between the latest bylaws showing that annual elections are held, and the earliest bylaws showing that positions are held for life (who would ever put that in their bylaws?)  

By the way, a few notes:

1. If the bylaws were amended, but the minutes fail to reflect it, that doesn't change the fact that they were amended.  Rather, the minutes should be fixed.  However, if no one remembers doing it, the lack of any mention in the minutes can be evidence, just as the presence of such a motion in the minutes would be evidence that they were changed.

2. The requirement (I think this is what you said) that bylaw amendments be performed by the membership, does not imply that they cannot be changed at a properly-called special meeting of the membership.  Do your bylaws permit special meetings of the membership?  If so, the question will be whether the special meeting that adopted the bylaws (if one happened) was properly called.  Also, what do your bylaws say about their own amendment?  It's possible they do not permit amendment at a special meeting.

[Richard Brown]

Guest ww, In addition to the pertinent questions raised by Mr. Katz, I wonder if a quorum was present at the meeting where the bylaws were supposedly amended. What do your bylaws say about the quorum requirement? And exactly what do they say about amending the bylaws? Please quote exactly, don't paraphrase. 

[Guest Who's Coming to Dinner]

Good luck with the point of order. I predict your dictator-president will swat it down like a gnat. The thing to do is to speak privately to like-minded members, get them on your side, then at the meeting move to appoint a committee to investigate the bylaws amendments and report back. This will help you uncover the truth and keep you from being the sole target of the president's wrath.

[Guest w_w]

 

 

ARTICLE VIII – MEETINGS

 

• Regular meetings of this club shall be held on the second Thursday of the month, unless otherwise ordered by the Club or Executive Board.
• The regular meeting in May shall be the annual election meeting at which time officers shall be elected.
• The privilege of making motions, debating and voting shall be limited to members in good standing. 
• Three members shall constitute a quorum for the transaction of business in any meetings of the Club.  Two of which must be Officers of the Parents’ Club.
• A virtual quorum may be established in use of email questions to the board.  Responses from 4 officers shall constitute a quorum for transactions of business.

 

Committees

• There shall be such committees created by the Executive Board as may be required to carry on the work of the club.
• The Chairperson of committees shall be appointed by the President subject to the approval of the Executive Board.
• No work shall be undertaken without the consent of the Executive Board.

ARTICLE XI – AMENDMENTS

• ·         These bylaws may be amended by a two-thirds vote at any regular meeting or by email, provided notice has been given at the previous regular meeting, or thirty days written notice has been given to the membership.

[Joshua Katz]

It seems pretty clear, from what is quoted, that they cannot be changed at a special meeting.

[Richard Brown]

54 minutes ago, Guest w_w said:

These bylaws may be amended by a two-thirds vote at any regular meeting or by email, provided notice has been given at the previous regular meeting, or thirty days written notice has been given to the membership.

 

12 minutes ago, Joshua Katz said:

It seems pretty clear, from what is quoted, that they cannot be changed at a special meeting.

I agree.  But, it does appear that they can somehow be amended via an email vote, does it not?   Now, as to how they would accomplish such an email vote, your guess is as good as mine... or maybe even better... since you belong to an organization that does a lot of it! 

 

[Joshua Katz]

4 minutes ago, Richard Brown said:

I agree.  But, it does appear that they can somehow be amended via an email vote, does it not?   Now, as to how they would accomplish such an email vote, your guess is as good as mine... or maybe even better... since you belong to an organization that does a lot of it! 

 

Yes, but my organization also provides in the bylaws that email ballots get recorded in the minutes of the next meeting, so that there's somewhere to look for evidence for or against the adoption of a motion.  

But you're right, in this case a claim could be made "we did it by email" which would require some work to affirm or deny.  Still, evidence should be recoverable, such as saved emails.

[Josh Martin]

1 hour ago, Guest w_w said:

These bylaws may be amended by a two-thirds vote at any regular meeting or by email, provided notice has been given at the previous regular meeting, or thirty days written notice has been given to the membership.

Based on this information, the bylaws are not validly amended unless both of the following are true:

• The vote was taken at a regular meeting or by e-mail (hopefully some other part of your rules clarifies how the latter method is conducted).
• Notice of the amendment was given either orally at the previous regular meeting or by writing 30 days prior to the vote.

Failure to meet either of these requirements would constitute a continuing breach and a Point of Order regarding it could be raised at any meeting. If it is determined that the amendment is null and void, then the language in the amendment is not (and never was) validly a part of the bylaws. As a consequence, the organization would conduct regular elections as provided for in the bylaws.

It appears there may be some disagreement over what actually did happen in regard to these amendments, and it will up to your organization to resolve disputes over the facts.

Edited May 22, 2018 at 05:51 PM by Josh Martin

[Guest w_w]

Thank you.

 

Building on this I am trying to figure out the proper way of raising a point of order.  

Lets pretend the President wants to remove someone from office before an upcoming election.  The president would have to motion to have xxxx removed from office.  During that motion can a point of Order be raised that the bylaws were illegally changed, and we go down that road as outlined above?  Or does that motion have to be carried through, voted on, and then after it is decided a point of order raised that it was conducted wrongly because the bylaws were changed wrongly.  At that point we again go down the road of deciding if the bylaws were changed wrongly.

 

We are hoping that since an agreement was made (informally) that all positions would be vacated and voting would occur to fill all positions new, that we can fix the bylaws under new leadership and avoid this mess.  However, this is just a worse case scenario that  I could unfortunately see happening.

 

thanks,

[Bruce Lages]

Nothing you have presented so far indicates that your president has the power to remove someone from an elected office. Is this authority stated somewhere else in your bylaws?

[Richard Brown]

38 minutes ago, Guest w_w said:

Building on this I am trying to figure out the proper way of raising a point of order.  

Lets pretend the President wants to remove someone from office before an upcoming election.  The president would have to motion to have xxxx removed from office.  During that motion can a point of Order be raised that the bylaws were illegally changed, and we go down that road as outlined above?  Or does that motion have to be carried through, voted on, and then after it is decided a point of order raised that it was conducted wrongly because the bylaws were changed wrongly

You make a point of order at the moment the president or someone else attempts to do something incorrect.  You don't wait until the deed is done to object.  You object before the deed is done, as soon as an improper motion is made. 

Many points of order must be raised timely, meaning at the time the breach occurs.  Failure to timely object can amount to a waiver of the breach. 

Some breaches, however, are so serious that they are deemed "continuing breaches" and a point of order can be raised at any time while the breach continues.  An example of that would be the adoption of a motion that violates a provision in the bylaws.   If whatever it is that the motion requires to be done (or not be done) violates the bylaws, a point of order can be raised days, weeks, months or even years later.... as long at the breach (the adopted motion) continues.

[Josh Martin]

2 hours ago, Guest w_w said:

Building on this I am trying to figure out the proper way of raising a point of order.  

Lets pretend the President wants to remove someone from office before an upcoming election.  The president would have to motion to have xxxx removed from office.  During that motion can a point of Order be raised that the bylaws were illegally changed, and we go down that road as outlined above?  Or does that motion have to be carried through, voted on, and then after it is decided a point of order raised that it was conducted wrongly because the bylaws were changed wrongly.  At that point we again go down the road of deciding if the bylaws were changed wrongly.

 

We are hoping that since an agreement was made (informally) that all positions would be vacated and voting would occur to fill all positions new, that we can fix the bylaws under new leadership and avoid this mess.  However, this is just a worse case scenario that  I could unfortunately see happening.

A Point of Order may be raised regarding this matter at any meeting. 

[Guest w_w]

On 5/22/2018 at 1:01 PM, Richard Brown said:

You make a point of order at the moment the president or someone else attempts to do something incorrect.  You don't wait until the deed is done to object.  You object before the deed is done, as soon as an improper motion is made. 

Many points of order must be raised timely, meaning at the time the breach occurs.  Failure to timely object can amount to a waiver of the breach. 

Some breaches, however, are so serious that they are deemed "continuing breaches" and a point of order can be raised at any time while the breach continues.  An example of that would be the adoption of a motion that violates a provision in the bylaws.   If whatever it is that the motion requires to be done (or not be done) violates the bylaws, a point of order can be raised days, weeks, months or even years later.... as long at the breach (the adopted motion) continues.

Thank you for the explanations.  So if the bylaws were changed illegally, we can raise a point of order at anytime on the matter, especially in the middle of a "special meeting" that was called last minute.  This point of Order would then need to be dealt with first (since it is regarding the bylaw change) before any other business with the club can take place?  For example, if the point of order is that the bylaws were changed illegally to allow someone to stay in office, this would need to be resolved (even through the whole appeals process and committee) before elections can be held?

[Guest Zev]

I would raise the Point Of Order at the very first opportunity, whether the meeting is special or regular. If things go your way, that is, the presiding officer renders a ruling that no changes to the bylaws were made, or if he rules they were changed and you move an Appeal and the president's ruling is reversed by a vote of the assembly, then this problem is solved.

If the previous bylaws stated that elections would be held in May, then that is what should happen. If the date of that regular meeting has passed then this complicates matters. I would raise another Point Of Order to the effect that since the bylaws have not been changed and the election should have been held, that the election event be declared as incomplete and that a special meeting should be held on a convenient date and the election process taken up.

Perhaps there is another method of dealing with this which I leave to the creative minds that usually hang out here.  

[Josh Martin]

8 hours ago, Guest w_w said:

So if the bylaws were changed illegally, we can raise a point of order at anytime on the matter, especially in the middle of a "special meeting" that was called last minute. 

I think in the case of a special meeting it could only be raised if it pertained to the business conducted at the special meeting, but this is otherwise correct.

8 hours ago, Guest w_w said:

This point of Order would then need to be dealt with first (since it is regarding the bylaw change) before any other business with the club can take place? 

Yes, that is correct.

8 hours ago, Guest w_w said:

For example, if the point of order is that the bylaws were changed illegally to allow someone to stay in office, this would need to be resolved (even through the whole appeals process and committee) before elections can be held?

What committee? The assembly itself decides on the appeal. I suppose the assembly could refer it to a committee, but I do not think this would force the organization to delay its elections until the committee reports back. The assembly itself may postpone the elections when they are pending if it wishes.

6 hours ago, Guest Zev said:

I would raise the Point Of Order at the very first opportunity, whether the meeting is special or regular.

In the case of a special meeting, I think this would only be in order if it pertained to the business to be conducted at the meeting.

”The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93)

[Guest w_w]

Would the "assembly" be the executive board or the entire membership?

 

Here is the exact phrase from the email from the president to try and call the meeting:  "There is concerns and questions needing to be answered before heading into the meeting."  There was also a time and place listed.

So based upon what I am reading this means that the only business that can be conducted at the meeting is talking about some questions and concerns.   However, based on this:”The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93) , could the president then make some motion at the meeting based upon a question or concern that we have no pre-warning of?   Also, based on what I am reading, if such a motion is made, we are call a point of order for making a motion at an improperly called meeting, and table the discussion to the regularly called meeting.

[Josh Martin]

4 hours ago, Guest w_w said:

Would the "assembly" be the executive board or the entire membership?

The “assembly” generally refers to whichever body is meeting. In this event, it seems to me that the proper body to decide this issue is the general membership.

4 hours ago, Guest w_w said:

Here is the exact phrase from the email from the president to try and call the meeting:  "There is concerns and questions needing to be answered before heading into the meeting."  There was also a time and place listed.

So based upon what I am reading this means that the only business that can be conducted at the meeting is talking about some questions and concerns.   

Yes, I think this is correct.

4 hours ago, Guest w_w said:

However, based on this:”The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93) , could the president then make some motion at the meeting based upon a question or concern that we have no pre-warning of?

Absolutely not. “Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.” (RONR, 11th ed., pg. 92) “Questions and concerns” does not “clearly and specifically” describe the subject matter.

The rule cited does not mean that members may make any motions they like by suggesting that they are tangentially related to some vague wording in the call. What it means is that when notice is properly given of business to be conducted at the special meeting, other motions which “arise in connection” with that business or are related to the meeting itself are in order. For instance, suppose that the call indicates that the meeting is for the purpose of determining whether to buy a laptop for the Secretary. Motions to amend, postpone, limit debate, etc. in regards to the motion to purchase the laptop are all in order, even although such motions are not noted in the call, because they “arise in connection with” that motion. Similarly, motions to recess, to adjourn, or other motions related to the conduct of the meeting are also in order.

4 hours ago, Guest w_w said:

Also, based on what I am reading, if such a motion is made, we are call a point of order for making a motion at an improperly called meeting, and table the discussion to the regularly called meeting.

Yes, if such a motion is made, you can and should raise a Point of Order (or an Appeal) if necessary that the motion is not in order because the subject of the motion was not included in the call (it might even be argued that the meeting itself is improperly called since the call did not clearly and specifically identify any subjects).

In the event that the motion (or the meeting itself) are determined to be improper, the motion is automatically disposed of - there is no need to make a separate motion to “table” it to the next regular meeting. This also misunderstands the use of the motion to Lay on the Table - see FAQ #12.

Edited May 24, 2018 at 05:56 PM by Josh Martin

[Guest w_w]

Thank you, that explanation makes perfect sense.  Thanks again.