Contested action- what's the default?

[Guest KDRREPTG]

If a board member (or any member) contests a change that was made, which version is to be followed until further review? Our board amended our bylaws, following the directions set forth in the original bylaws, but a board member is now contesting that RONR was not followed in approving the amendments, and is demanding a meeting of the board to address the issue. In the meantime, they insist that the original bylaws remain in place. I disagree. They were absent from the meeting where we voted, though their input was submitted via email to the board on the proposed amendments, compared to that of other members, a draft of revised bylaws was created & unanimously approved by the membership present. I believe the updated bylaws to remain in place until they provide sufficient evidence that the changes were made erroneously. Our original bylaws were somewhat vague, hence the revisions, and stated amendments "can be made at any meeting with a majority vote." If that was followed, don't the amendments stand until such time the board reviews the complaint, and even then only change if the complaintis ruled valid?

[Atul Kapur]

First, the amendment procedures in your bylaws supersede the procedures in RONR. 

Second, the action has been taken. The bylaws stand as amended. 

[Guest KDRREPTG]

1 hour ago, Atul Kapur said:

First, the amendment procedures in your bylaws supersede the procedures in RONR. 

Second, the action has been taken. The bylaws stand as amended. 

Thank you. That was my understanding, and that if any changes going forward would need to follow the procedure as outlined in the (newly revised) bylaws.

[Gary Novosielski]

I''m not sure where this odd idea comes from that people can "contest" bylaws amendments that were properly passed.  It's not important what RONR says about this if your bylaws contain provisions for their own amendment, which would supersede any rules in RONR.  So the idea that the rules in RONR were not followed is irrelevant.

Also, I wonder where the second odd idea comes from that the board has the power to even consider, much less rule on or reverse, this action.  The bylaws were passed by the membership, and if the rules in RONR apply, boards have no power to second guess any decisions of the membership.

It seems clear to me that the "demands" of this member should simply be ignored, unless there is much more to this situation than we've been told.

[Guest Zev]

Not that it actually makes any difference, as Mr. Novosielski has suggested, but just out of curiosity, what was the argument that the "bylaws-were-not-amended" crowd made and what was the bylaws feature they say conflicted with RONR? By any chance was that the fact that the bylaws allowed amendments with a majority vote and RONR requires notice and a two-thirds vote, or was it something else? If the "BWNA" crowd are still not satisfied then this issue may resurface with a Point Of Order so someone should be prepared in that eventuality, just in case.

[Guest KDRREPTG]

2 hours ago, Guest Zev said:

Not that it actually makes any difference, as Mr. Novosielski has suggested, but just out of curiosity, what was the argument that the "bylaws-were-not-amended" crowd made and what was the bylaws feature they say conflicted with RONR? By any chance was that the fact that the bylaws allowed amendments with a majority vote and RONR requires notice and a two-thirds vote, or was it something else? If the "BWNA" crowd are still not satisfied then this issue may resurface with a Point Of Order so someone should be prepared in that eventuality, just in case.

To be honest, the rest of the board has no idea why this board member is contesting the amendments. We've asked what specifically he disagrees with, and he repeats that we violated RONR. We asked for documentation and he says he has it but hasn't produced it yet (2 months later). He quotes a 3 meeting rule for amending bylaws (I've posted about that previously) yet noone can find such a rule. I found & shared how, even if there was such a rule, our bylaws supersede it, and we actually did have 3 meetings to make the amendments. While the rest of the board has moved on, this member keeps dragging us back (also in a previous discussion), and has gone so far as to threaten going to the Superintendent (we're a very small, independent school Parent Teacher Group) and news media with claims about our PTG, so he was given a board position to keep the peace... except it's a 2 steps forward, 3 steps back cycle with him instead. The only specifics he has voiced are when it comes to the President and Treasurer position which happen to be held by myself and my husband. The amended bylaws clear up any vague areas, and put into place additional safeguards for members who are related, particularly so there's no risk of even the thought of an impropriety. These are practices we have been following for the 3 years that we've been members but had never been put in writing until now. It's baffling. 

So, to confirm, are you saying that, even if our bylaws hadn't been followed or the amendments didn't follow RONR, because the amendments were voted into place without contest at the time, there isn't any going back for discussion? Are you saying that they remain in effect until said time a new amendment is proposed?

[Atul Kapur]

If you did not follow the procedures in your bylaws to amend them, then any amendments would be null and void. A Point of Order could be made that you did not follow the procedures, and the presiding officer would have to make a ruling. This ruling could be appealed. The fact that they were adopted without contest would not matter in this situation (if you didn't follow the rules, it doesn't matter how many people voted for the amendments).

If you followed your procedure, then the bylaws stand as amended. Given that the member has not made a Point of Order, you can proceed under the amended bylaws.

[Guest Zev]

1 hour ago, Guest KDRREPTG said:

To be honest, the rest of the board has no idea why this board member is contesting the amendments. We've asked what specifically he disagrees with, and he repeats that we violated RONR. We asked for documentation and he says he has it but hasn't produced it yet (2 months later).

There is always a possibility that he has a plan concerning when to reveal his information. Perhaps you should maintain everything above board and inform him that you are prepared to issue a ruling whenever he gets around to it.

1 hour ago, Guest KDRREPTG said:

He quotes a 3 meeting rule for amending bylaws (I've posted about that previously) yet noone can find such a rule. I found & shared how, even if there was such a rule, our bylaws supersede it, and we actually did have 3 meetings to make the amendments.

If the PTG has an attorney perhaps a question regarding the existence of a state statute may clear this matter up.

1 hour ago, Guest KDRREPTG said:

While the rest of the board has moved on, this member keeps dragging us back (also in a previous discussion), and has gone so far as to threaten going to the Superintendent (we're a very small, independent school Parent Teacher Group) and news media with claims about our PTG, so he was given a board position to keep the peace... except it's a 2 steps forward, 3 steps back cycle with him instead.

If he makes motions then you can deal with those as they arise. But if these are extraneous comments during a meeting then you should suppress his speech and remind him of the rules of decorum. I get the impression that his presence on the board is a big mistake and as a consequence the board must endure a never-ending stream of complaints.

2 hours ago, Guest KDRREPTG said:

The only specifics he has voiced are when it comes to the President and Treasurer position which happen to be held by myself and my husband.

Be careful here. Comments about the president or treasurer must be respectful and in the context of a report or in connection with a pending motion. You must not allow extemporaneous critical comments about the president's or the treasurer's behavior or actions. If a member does not like something then remind them that they are free to make a motion covering the case, if they feel it is required. But under no circumstances must they be allowed to simply wax about their unhappiness or about what the president or treasure did in the past, or any other such comments.

2 hours ago, Guest KDRREPTG said:

So, to confirm, are you saying that, even if our bylaws hadn't been followed or the amendments didn't follow RONR, because the amendments were voted into place without contest at the time, there isn't any going back for discussion?

Dr. Kapur has stated the rule on this question. Nevertheless, if someone feels that the current bylaws need additional fixing then let them propose their new fix and discuss that.

2 hours ago, Guest KDRREPTG said:

Are you saying that they remain in effect until said time a new amendment is proposed?

If you knew for a fact that some rule in the bylaws or a rule in RONR (as long as such rule is not superseded by a higher rule in the bylaws, or perhaps a statute) would render the bylaw amendment process null and void then as a presiding officer it would be your responsibility to set things right by bringing up the subject on your own accord and issue an appropriate ruling. You must not hide any relevant facts from the board or the membership in order to gain an advantage either personally or otherwise. You will gain much more in the long-run by being up front with everything.

[Guest KDRREPTG]

7 hours ago, Guest Zev said:

Dr. Kapur has stated the rule on this question. Nevertheless, if someone feels that the current bylaws need additional fixing then let them propose their new fix and discuss that.

If you knew for a fact that some rule in the bylaws or a rule in RONR (as long as such rule is not superseded by a higher rule in the bylaws, or perhaps a statute) would render the bylaw amendment process null and void then as a presiding officer it would be your responsibility to set things right by bringing up the subject on your own accord and issue an appropriate ruling. You must not hide any relevant facts from the board or the membership in order to gain an advantage either personally or otherwise. You will gain much more in the long-run by being up front with everything.

I am 99.9% confident we followed our bylaws in revising them. I've been researching and asking these questions to make sure there wasn't something overlooked. This member has yet to provide any documentation supporting his belief, but continues to say we are wrong and the original bylaws stand. Other board members are ready to leave the group because of all the back & forth and I'm trying to put an end to it. Thank you all very much for your responses thus far.

[Josh Martin]

12 hours ago, Guest KDRREPTG said:

So, to confirm, are you saying that, even if our bylaws hadn't been followed or the amendments didn't follow RONR, because the amendments were voted into place without contest at the time, there isn't any going back for discussion? Are you saying that they remain in effect until said time a new amendment is proposed?

Generally, when a violation occurs, a Point of Order must be raised at the time of the breach, or else it is too late. Some violations are so severe that they constitute a continuing breach, in which case the amendments would be null and void. In any event, however, the amendments are presumed to be valid (and remain in effect) unless and until it is determined otherwise, which can only be done at a meeting.

So far, I do not see any evidence presented of any violations at all, let alone violations which would constitute a continuing breach.

Edited September 24, 2019 at 01:39 PM by Josh Martin

[Guest KDRREPTG]

2 hours ago, Josh Martin said:

Generally, when a violation occurs, a Point of Order must be raised at the time of the breach, or else it is too late. Some violations are so severe that they constitute a continuing breach, in which case the amendments would be null and void. In any event, however, the amendments are presumed to be valid (and remain in effect) unless and until it is determined otherwise, which can only be done at a meeting.

So far, I do not see any evidence presented of any violations at all, let alone violations which would constitute a continuing breach.

He's now saying that because the minutes from that meeting don't state a "motion was made to amend...motion was 2nd" that the amendments are invalid. Is that correct?

As I mentioned in a previous thread, I am President, the Secretary was absent, so I took notes & prepared the minutes in the same format as before. None of us are Parliamentarians, we've never had to defer to RONR, and noone has ever said before that our minutes or actions were wrong. If the above holds true, then there are many actions of our group that could then be considered invalid. Where would we go from there then?

[Atul Kapur]

58 minutes ago, Guest KDRREPTG said:

He's now saying that because the minutes from that meeting don't state a "motion was made to amend...motion was 2nd" that the amendments are invalid. Is that correct?

No.

[Josh Martin]

1 hour ago, Guest KDRREPTG said:

He's now saying that because the minutes from that meeting don't state a "motion was made to amend...motion was 2nd" that the amendments are invalid. Is that correct?

The minutes should record the motion to amend the bylaws. The format of this is generally “Mr. X moved that (text of motion). The motion was adopted.” The fact that the motion was seconded need not be recorded.

The fact that the format may not exactly match the format recommended in RONR (let alone the wording preferred by the member) is not sufficient to invalidate the amendment. Even if, through some oversight, the amendment was omitted entirely from the minutes, this still would not be sufficient to invalidate the amendment. It would merely mean that the minutes should be corrected.

1 hour ago, Guest KDRREPTG said:

As I mentioned in a previous thread, I am President, the Secretary was absent, so I took notes & prepared the minutes in the same format as before. None of us are Parliamentarians, we've never had to defer to RONR, and noone has ever said before that our minutes or actions were wrong. If the above holds true, then there are many actions of our group that could then be considered invalid. Where would we go from there then?

As noted above, the member’s claim is incorrect, so there is no need to take any action in regard to these minutes, unless there is a real and serious error (such as if a motion was omitted). Even then, the proper course of action is to use a motion to Amend Something Previously Adopted to correct the minutes.

Edited September 24, 2019 at 05:18 PM by Josh Martin

[Gary Novosielski]

8 hours ago, Guest KDRREPTG said:

He's now saying that because the minutes from that meeting don't state a "motion was made to amend...motion was 2nd" that the amendments are invalid. Is that correct?

As I mentioned in a previous thread, I am President, the Secretary was absent, so I took notes & prepared the minutes in the same format as before. None of us are Parliamentarians, we've never had to defer to RONR, and noone has ever said before that our minutes or actions were wrong. If the above holds true, then there are many actions of our group that could then be considered invalid. Where would we go from there then?

No, it's not correct.  (Surprise.)   This guy is batting about zero so far.  You might save time when he makes such wild claims by handing him a copy of RONR 11th Ed. and ask him to show you what page these imaginary rules are on.

In any case, the fact that the minutes may or may not have properly recorded this bylaws amendment does not affect the validity of what was actually adopted at that meeting.  At worst, it means that the minutes might need to be corrected, but that's all.  

And minutes do not have to record the fact that a motion was seconded.  The presumption is that if it was considered at that meeting, it was seconded or, even if it wasn't, that nobody cared enough about it to raise an objection at the time.

Edited September 24, 2019 at 11:58 PM by Gary Novosielski