revised bylaws

[Leo]

The bylaws state that amendments take effect at the close of the annual meeting.

A bylaw revision is considered and adopted without the requirement that amendments take effect at the close of the annual meeting.

1 Do the revised bylaws take effect immediately as prescribed by RONR?

or

2 Do the revised bylaws take effect at the close of the annual meeting as prescribed by the previous bylaws?

and if the answer to 2 is yes

3 Can a proviso be adopted before the consideration of the bylaw revision stating that the revised bylaws if adopted take effect immediately?

[Chris Harrison]

If the Bylaws say amendments take effect at the close of the Annual Meeting then they take effect at the close of the Annual Meeting.  If you want to change that then you would need to amend the Bylaws (but that amendment won't take effect until the close of the Annual Meeting ).

[Joshua Katz]

Agreeing with Mr. Harrison, consider an analogy: what if the revision changed the vote threshold for amendments? It would be clear that it is adopted by the old vote threshold, right? So the same should apply to this change, even though it's less intuitive.

2 hours ago, Leo said:

3 Can a proviso be adopted before the consideration of the bylaw revision stating that the revised bylaws if adopted take effect immediately?

No, I don't think so. A proviso can always be adopted delaying implementation, but I don't think one can speed implementation.

[Richard Brown]

8 minutes ago, Chris Harrison said:

If the Bylaws say amendments take effect at the close of the Annual Meeting then they take effect at the close of the Annual Meeting.  If you want to change that then you would need to amend the Bylaws (but that amendment won't take effect until the close of the Annual Meeting ).

I agree.  If a provision in the current bylaws say any amendments take effect at the close of the Annual Meeting, then that is when they will take effect unless and until that provision is itself amended or removed.... which said removal won't take effect until the end of the annual meeting.  I do agree that a proviso could EXTEND or DELAY the time at which an amendment takes effect, but it cannot move the effective date up.

[Guest Zev]

Perhaps this is a nitpick, but if the bylaws actually say that bylaw amendments will not take effect until the close of the annual meeting, then this would have the effect that if a special meeting is called and a bylaw amendment is adopted then the amendment would take effect only until the close of the next annual meeting that may be one year away since the meeting that adopted the amendment is not the annual meeting. Or did I miss something?

[Atul Kapur]

7 hours ago, Guest Zev said:

Perhaps this is a nitpick, but if the bylaws actually say that bylaw amendments will not take effect until the close of the annual meeting, then this would have the effect that if a special meeting is called and a bylaw amendment is adopted then the amendment would take effect only until the close of the next annual meeting that may be one year away since the meeting that adopted the amendment is not the annual meeting. Or did I miss something?

This is true. Likely, the bylaws also say that amendments can only be considered at the annual meeting.

[Leo]

My mistake.

The bylaws state the amendments take effect at the close of the meeting at which they are amended.