mjhmjh Posted February 22, 2019 at 07:00 PM Report Share Posted February 22, 2019 at 07:00 PM My organization meets twice a year. At these biannual meetings, we only elect officers and amend the constitution. The constitution says Quote The Constitution may be amended by a two-thirds vote at the biannual meeting, provided that prior notice is given. In the article on meetings, it is said that Quote Members must be notified of the biannual meeting at least one week in advance. In the article on the Secretary's duties, it is said that Quote The Secretary must ... notify members of biannual meetings Additionally, the Executive Board has the duty of fixing the hour and place of the biannual meeting (the biannual meeting must occur within 6 weeks of a certain twice-yearly event of great importance to our organization). It is my understanding that the Secretary must include any amendments submitted to him with the meeting notice. My question is about the details of this process. Let's say the Executive Board met today and scheduled the biannual meeting for March 15th at 6 p.m. The Secretary then immediately sends a notice of the meeting to all members. No amendments were submitted to the Secretary, so none are included in the notice and none will be considered at the meeting. This situation seems unfair to us, so our practice has been to have the Secretary wait to send out the official notice until 1 week before the meeting. Between the Executive Board's scheduling of the meeting and the 1 week deadline, the Secretary solicits amendments from the membership. This practice is not in RONR nor our constitution (but it is not prohibited). Are we breaking any rules? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 22, 2019 at 07:07 PM Report Share Posted February 22, 2019 at 07:07 PM 5 minutes ago, mjhmjh said: It is my understanding that the Secretary must include any amendments submitted to him with the meeting notice. This is not clear to me. RONR describes several ways of giving notice. 6 minutes ago, mjhmjh said: This situation seems unfair to us, so our practice has been to have the Secretary wait to send out the official notice until 1 week before the meeting. Between the Executive Board's scheduling of the meeting and the 1 week deadline, the Secretary solicits amendments from the membership. This practice is not in RONR nor our constitution (but it is not prohibited). Are we breaking any rules? This practice does not seem to violate any rules. Quote Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 22, 2019 at 07:16 PM Report Share Posted February 22, 2019 at 07:16 PM Why not send out the notification of the meeting right after the Board decides when it will be (is a week enough time for the members to arrange their schedules so they can attend?)? Then the Secretary collects any proposed amendments and sends them to the members at some point prior to the meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 22, 2019 at 07:38 PM Report Share Posted February 22, 2019 at 07:38 PM 7 minutes ago, Chris Harrison said: Why not send out the notification of the meeting right after the Board decides when it will be (is a week enough time for the members to arrange their schedules so they can attend?)? Then the Secretary collects any proposed amendments and sends them to the members at some point prior to the meeting. I agree with Mr. Harrison. I see nothing in the bylaw quotes provided that requires that notice of bylaw amendments be mailed to the members at the time that the call (notice) of the meeting is mailed, even though that is customary in many (or even most) organizations. These bylaws simply require that prior notice be given. All things considered, since one week's notice of the biannual meeting is all that is required and no specific date for mailing notice of proposed bylaw amendments is specified, I believe that mailing notice of proposed bylaw amendments at least one week prior to the meeting would suffice. Quote Link to comment Share on other sites More sharing options...
mjhmjh Posted February 22, 2019 at 08:53 PM Author Report Share Posted February 22, 2019 at 08:53 PM 1 hour ago, Joshua Katz said: This is not clear to me. RONR describes several ways of giving notice. 1 hour ago, Chris Harrison said: Why not send out the notification of the meeting right after the Board decides when it will be (is a week enough time for the members to arrange their schedules so they can attend?)? Then the Secretary collects any proposed amendments and sends them to the members at some point prior to the meeting. This passage from page 124 led me to think notice of a motion (in this case a motion amending the bylaws) and of a meeting go out together. Quote Instead of being given at a meeting, a notice can also be sent to every member with the call of the meeting at which the matter is to come up for action, except where the rules of the organization provide otherwise. In such a case, the member desiring to give the notice writes to the secretary alone, requesting that the notice be sent with the call of the next meeting; and the secretary should then do this at the expense of the organization. Quote Link to comment Share on other sites More sharing options...
mjhmjh Posted February 22, 2019 at 09:13 PM Author Report Share Posted February 22, 2019 at 09:13 PM 1 hour ago, Richard Brown said: I agree with Mr. Harrison. I see nothing in the bylaw quotes provided that requires that notice of bylaw amendments be mailed to the members at the time that the call (notice) of the meeting is mailed, even though that is customary in many (or even most) organizations. These bylaws simply require that prior notice be given. All things considered, since one week's notice of the biannual meeting is all that is required and no specific date for mailing notice of proposed bylaw amendments is specified, I believe that mailing notice of proposed bylaw amendments at least one week prior to the meeting would suffice. Does this mean a member could give notice of an amendment the day of a meeting or the day before a meeting and still fulfill the notice requirement? Would another member be justified in raising a point of order against the consideration of such an amendment? Quote Link to comment Share on other sites More sharing options...
jstackpo Posted February 22, 2019 at 09:37 PM Report Share Posted February 22, 2019 at 09:37 PM 18 minutes ago, mjhmjh said: Does this mean a member could give notice of an amendment the day of a meeting or the day before a meeting and still fulfill the notice requirement? Well, the member could try, but I doubt that he/she would get away with it, because... 18 minutes ago, mjhmjh said: Would another member be justified in raising a point of order against the consideration of such an amendment? I would certainly raise such a point because of inadequate notice -- the day before is hardly a "reasonable" time in advance. But the final decision would rest with the membership present, via the chair's ruling and an appeal to the membership See pages 247 - 260. Happy reading! Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted February 22, 2019 at 09:46 PM Report Share Posted February 22, 2019 at 09:46 PM 2 hours ago, mjhmjh said: This situation seems unfair to us, so our practice has been to have the Secretary wait to send out the official notice until 1 week before the meeting. Between the Executive Board's scheduling of the meeting and the 1 week deadline, the Secretary solicits amendments from the membership. This practice is not in RONR nor our constitution (but it is not prohibited). Are we breaking any rules? I don't see anything wrong with this practice, but I also don't see why the secretary needs to wait until the exact meeting date is known before soliciting amendments. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 22, 2019 at 10:03 PM Report Share Posted February 22, 2019 at 10:03 PM 33 minutes ago, mjhmjh said: Does this mean a member could give notice of an amendment the day of a meeting or the day before a meeting and still fulfill the notice requirement? No, not in my opinion. However, I am not a member of your organization and it is your members who must ultimately interpret your bylaw provisions. Personally, I do not believe one day's notice of a proposed bylaws amendment is reasonable notice. 37 minutes ago, mjhmjh said: Would another member be justified in raising a point of order against the consideration of such an amendment? A member can certainly raise such a point of order. In my opinion, the point of order would be well taken because I do not believe one day's notice of a proposed bylaw amendment is reasonable notice. Again, though, it is your presiding officer and/or your membership which would ultimately make that decision. This is a matter of bylaws interpretation, something only the members of your organization can do. You must decide what is "reasonable notice" or adequate "prior notice" under all of the circumstances and based on your bylaws. If your members decide that one day's notice is reasonable, so be it. I think that since the twice yearly biannual meeting can be called with one week's notice, a one week's notice seems reasonable to me when it comes to giving notice of proposed bylaw amendments. That is my personal opinion, knowing only the bylaw snippets we have been provided. If it is reasonable to call a biannual meeting with one weks's notice, it seems reasonable to me to provice one week's notice of proposed bylaw amendments. Quote Link to comment Share on other sites More sharing options...
mjhmjh Posted February 22, 2019 at 10:09 PM Author Report Share Posted February 22, 2019 at 10:09 PM 5 minutes ago, Richard Brown said: No, not in my opinion. However, I am not a member of your organization and it is your members who must ultimately interpret your bylaw provisions. Personally, I do not believe one day's notice of a proposed bylaws amendment is reasonable notice. A member can certainly raise such a point of order. In my opinion, the point of order would be well taken because I do not believe one day's notice of a proposed bylaw amendment is reasonable notice. Again, though, it is your presiding officer and/or your membership which would ultimately make that decision. This is a matter of bylaws interpretation, something only the members of your organization can do. You must decide what is "reasonable notice" or adequate "prior notice" under all of the circumstances and based on your bylaws. If your members decide that one day's notice is reasonable, so be it. I think that since the twice yearly biannual meeting can be called with one week's notice, a one week's notice seems reasonable to me when it comes to giving notice of proposed bylaw amendments. That is my personal opinion, knowing only the bylaw snippets we have been provided. If it is reasonable to call a biannual meeting with one weks's notice, it seems reasonable to me to provice one week's notice of proposed bylaw amendments. Thank you for your help. Quote Link to comment Share on other sites More sharing options...
Nathan Zook Posted February 22, 2019 at 10:56 PM Report Share Posted February 22, 2019 at 10:56 PM I think that this discussion emphasizes the utility of having crisp definitions in the bylaws. If the board must set the date two weeks in advance, and the secretary must accept amendments until one week in advance, then you don't get stuck debating the definition of "reasonable". The benefit of the current wording is that for some urgent matter, the body can vote that any notice at all is "reasonable", while Roberts would not permit suspending a bylaws provision that gave a definite number of days. Quote Link to comment Share on other sites More sharing options...
Recommended Posts