Motions

[Guest Michael Eisenhauer]

Can a Motion from the floor that changes the By Laws by adding limits be passed.  The By Laws describes the responsibilities of the Treasurer.  A Motion was made to require the Treasurer to obtain the permission of the Board of Directors to move funds between banks and accounts approved by the Company.  In the By Laws that outlines the responsibilities of the Treasurer there is no such requirement.  Should the By Laws be amended or is such a Motion be allowed?

[Atul Kapur]

It sounds like the by laws are silent on this topic. In that case the motion does not conflict with the bylaws, so it would be in order from that standpoint.

The next question to be asked is whether the bylaws have anything in the same class of restrictions or requirements listed in the treasurer's duties. If there is anything of the same class that is listed in the bylaws, that list is considered to be complete and exhaustive, and to add something to that list requires formal amendment of the bylaws. If there is nothing of the same class in the bylaws, then the motion is in order from this standpoint as well

[Tom Coronite]

Another consideration, and an important one to ensure you follow, is what your bylaws say about how they may be amended. For example, there may be notice requirements for a bylaw amendment, and the scenario described in the OP could be taken as the motion being made without notice and adopted at the same meeting.