Proposing An Amendment To a Bylaw Change Proposal

[Guest Mark S.]

Our organization is comprised of a few hundred members, which are further be broken down into three distinct groups.  Our board is comprised of five members. One board member is elected by one group of members, another board member is elected by the second group of members, and the three other board members are elected by third, and largest, group of members.  There is by-law change proposal that has been read at the first of two required meetings. The proposal is to allow the largest subsection of our organization to have a vote in electing one of the other subsection's board member. However, the proposal is excluding the third subsection from also voting in the selection of the second's board member.  Basically, the largest subsection of our organization would be voting for the board member from one of the other subsections, as well as our own, but the third subsection would be excluded from voting.  That was just a little backstory.  I'm sorry if it's confusing.  The crux of my question is as follows: At the second reading of the proposed by-law change, am I able to propose an amendment to it that would allow all three subsections to vote on the selection of one group's board member, instead of just two?  Thank you so much in advance for your help.  If you need any further clarification please do not hesitate to ask.

[Joshua Katz]

Since the 'two readings' rule must come from your bylaws, can you tell us exactly what they say about the two readings?

[Bruce Lages]

Based on what you have provided, my own opinion - which must be understood as worth only what you are paying for it - is that such an amendment would be outside the scope of notice requirement of RONR, and therefore not in order. Your current situation is that each section votes for only its own board member, and the noticed amendment is to alter that to allow one particular section to participate in the voting for its own board member plus the board member from one other section. Amending the noticed proposal to now allow two other sections to participate in the voting for one section's board member seems clearly to go beyond what was in the original notice.

For what it's worth, I think you could have done the reverse, i.e., if the noticed amendment had allowed for the participation of the other two sections in the voting by one section, you could have offered an subsequent amendment to reduce that to participation by only one other section. That amendment would have fallen within the scope of the original notice. I mention this only to show how the concept of scope of notice applies in your situation.

[Guest ...]

2 hours ago, Joshua Katz said:

Since the 'two readings' rule must come from your bylaws, can you tell us exactly what they say about the two readings?

A proposed by-law change must be read at two consecutive meetings prior to be voted on by the membership.

[Joshua Katz]

Is that the exact language or a paraphrase?

[Guest ...]

2 hours ago, Joshua Katz said:

Since the 'two readings' rule must come from your bylaws, can you tell us exactly what they say about the two readings?

A proposed by-law change must be read at two consecutive meetings prior to be voted on by the membership.

[Guest ...]

19 minutes ago, Joshua Katz said:

Is that the exact language or a paraphrase?

paraphrase

[Joshua Katz]

Okay. For now, I agree with Mr. Lages that an amendment would go out of scope of notice. So far as RONR is concerned, this would mean it is out of order. (Or that new notice would need to be given if the amendment is adopted.) However, you have specialized rules, and while I strongly suspect that it remains out of order to adopt the amendment and then go ahead and adopt the amended motion, exactly how it all works out (i.e. is the amendment itself prohibited, or does it just require putting off the vote on the motion?) will depend on the language of your rule. If you post the exact language, we can probably be of more help. Ultimately, though, it likely will still turn out to be a question of bylaw interpretation, which only an organization can do for its own bylaws.

[Guest ...]

27 minutes ago, Joshua Katz said:

Is that the exact language or a paraphrase?

paraphrase

[Gary Novosielski]

I'm not sure it does exceed the scope, although it may.  But since the proposal for which notice was given appears to modify the voting structure (in ways I'm not certain I understand), it may be that the proposed amendment would fall within the scope of the original notice.