Board Approved Constitutional Changes

[Guest Ricky]

We are a 501 (c) not for profit.  The current constitution states that all officers and directors can serve two terms in a board position except the president.  The president can only serve one term.  The board voted and approved an amendment change to allow the president to serve two terms.  We are presenting the proposed change to the general population of the club in September and are putting it to a vote in October.  The constitution requires a "one month" notice of amendments.  The question is, in the general meeting in September where the amendment is presented to the general population, can the general population at the meeting make a motion to kill the amendment vote?  Does the fact that the board approved the amendment mean it has to go to vote in October and there can be no motion made and approved at the September meeting to kill the amendment?

[Dan Honemann]

I’m afraid that the answer to your question will depend upon the exact wording of the provisions in your bylaws constitution concerning their its amendment.

Edited August 20, 2019 at 12:45 PM by Daniel H. Honemann

[Ricky L]

33 minutes ago, Daniel H. Honemann said:

I’m afraid that the answer to your question will depend upon the exact wording of the provisions in your bylaws constitution concerning their its amendment.

Here is the section of the constitution about changes to the by-laws:

 

The By-Laws of this organization may be amended as follows: A. A special committee shall be appointed by the President. The proposed revisions or amendments shall be presented to the NRC Board for approval and then to the membership at a Monthly Membership Meeting one month prior to voting. B. Approval of revisions or amendments requires two-thirds (2/3) affirmative vote of the members in attendance.

The committee presented the amendments and the whole board voted and approved moving forward for a vote.

[Josh Martin]

24 minutes ago, Ricky L said:

Here is the section of the constitution about changes to the by-laws:

The By-Laws of this organization may be amended as follows: A. A special committee shall be appointed by the President. The proposed revisions or amendments shall be presented to the NRC Board for approval and then to the membership at a Monthly Membership Meeting one month prior to voting. B. Approval of revisions or amendments requires two-thirds (2/3) affirmative vote of the members in attendance.

The committee presented the amendments and the whole board voted and approved moving forward for a vote.

My view of it, based on the facts presented, is that the first presentation to the membership is simply to serve as notice. As a result, it cannot be “killed” at that time, since it is not before the assembly at that time.

[Ricky L]

So Josh, I believe you are reading it the same way as I am.  Board approves presenting to the club for a vote.  A motion can not be presented to kill the vote.  The board has decided the vote will happen and then the club membership can decide if they want it or not.  

[Dan Honemann]

1 hour ago, Ricky L said:

So Josh, I believe you are reading it the same way as I am.  Board approves presenting to the club for a vote.  A motion can not be presented to kill the vote.  The board has decided the vote will happen and then the club membership can decide if they want it or not.  

There is no such thing as a motion "to kill the vote." However, when the motion to adopt the proposed amendment is pending before the membership's assembly, a motion can be made to postpone it indefinitely. Adoption of this motion by majority vote effectively kills the proposed amendment.

[Ricky L]

To be clear I am reading your reply Daniel, it appears we do the vote in October, however after the votes are counted, someone can make the motion to postpone implementation of the amendment indefinitely.  The approval of that motion only requires majority vote, not 67% that applies to the amendment to the constitution.  Then if majority vote to postpone implementation then it effectively failed and will not be implemented.

[Dan Honemann]

20 minutes ago, Ricky L said:

To be clear I am reading your reply Daniel, it appears we do the vote in October, however after the votes are counted, someone can make the motion to postpone implementation of the amendment indefinitely.  The approval of that motion only requires majority vote, not 67% that applies to the amendment to the constitution.  Then if majority vote to postpone implementation then it effectively failed and will not be implemented.

No, That is not what I meant.

While the motion to approve the proposed amendment is pending before your membership's assembly, and before it is voted on, a motion can be made to postpone it ("it" being the motion to approve the proposed amendment) indefinitely. As I said, if this motion is adopted, its adoption effectively kills the proposed amendment, just as would a failure to obtain the requisite vote for its adoption.

[Ricky L]

Thanks Daniel.  So basically when we present it to our membership at the September meeting with instructions that we plan on voting on it during October, someone could make a motion and get a second to vote on postponing it.  If approved by the majority of voting people in attendance then it will be postponed indefinitely.  Correct?  

[Richard Brown]

6 minutes ago, Ricky L said:

Thanks Daniel.  So basically when we present it to our membership at the September meeting with instructions that we plan on voting on it during October, someone could make a motion and get a second to vote on postponing it.  If approved by the majority of voting people in attendance then it will be postponed indefinitely.  Correct?  

There is a difference between a motion to postpone till a definite time and a motion to postpone indefinitely.  The ordinary motion to postpone usually postpones it until a definite time, usually the next meeting.  The motion to postpone indefinitely actually kills the motion.  There is a huge difference.  You have to be careful... and specific... as to which type of postponement you are moving.

Edited August 20, 2019 at 07:47 PM by Richard Brown
Added last sentence

[Dan Honemann]

7 minutes ago, Ricky L said:

Thanks Daniel.  So basically when we present it to our membership at the September meeting with instructions that we plan on voting on it during October, someone could make a motion and get a second to vote on postponing it.  If approved by the majority of voting people in attendance then it will be postponed indefinitely.  Correct?  

No, probably not. Read Mr. Martin's response again.

[Richard Brown]

@Ricky L I agree with Mr. Martin and Mr. Honemann re the proper time to make the motion to postpone indefinitely.  I overlooked that in my post above.  It should be made at the meeting at which the bylaws are to be voted on, prior to an up or down vote on the bylaws themselves, once the amendment is before the body for debate.  I question whether it would be in order when notice of the proposed amendment is given at the earlier meeting.  I agree with Mr. Martin that nothing is being considered at that meeting.  The board is merely giving notice to the assembly that the bylaws amendment will come up for a vote at the next meeting.  However, that is a matter of interpreting your bylaws.  Your members may interpret that provision differently.

Keep in mind, though, that there is no need to try to kill the amendment by  indefinitely postponing it or by the use of any other motion.  If the amendment is not very popular, just vote it down when it is before the assembly.  It takes a two thirds vote to adopt the motion, so, as a practical matter, a vote of just over one third AGAINST adopting the amendment kills it.   But, it  takes a majority vote to postpone it indefinitely.  That is a higher threshold than to just to defeat the amendment on its merits.

[Atul Kapur]

If I may try.

At the September meeting you give notice of the motion.  All that does is to tell people that "at the October meeting, I will be moving this motion." At the September meeting there is no discussion, debate, amendment, vote, etc. because there is no actual motion in front of the meeting.  You give notice, the chair acknowledges the notice, and the secretary should record it in the minutes.

At the October meeting you, or any other member, can move the motion you gave notice of in September.  From there, it should be seconded and then the chair states it and the meeting can consider it.

[Josh Martin]

2 hours ago, Ricky L said:

Thanks Daniel.  So basically when we present it to our membership at the September meeting with instructions that we plan on voting on it during October, someone could make a motion and get a second to vote on postponing it.  If approved by the majority of voting people in attendance then it will be postponed indefinitely.  Correct?  

No, but such a motion could be made at the October meeting. (Alternately, members may simply vote against the amendment.)

The motion is not pending at the September meeting, therefore, it is not in order to postpone it indefinitely (or do anything else with it) at that time. The announcement at the September meeting simply gives members notice that the motion will be acted on at the October meeting.

Edited August 20, 2019 at 09:53 PM by Josh Martin