Bylaw and object revision in a single motion?

[Guest Sarah]

Is it in order for the board to present an extensive revision to the bylaws and objects of an organization to the general membership and insist that it all be dealt with in a single motion ("all or nothing" — "changes can be made later if needed")? 

Since the board doesn't exist as a body at a meeting of the general membership, wouldn't that decision have to be up to the members rather than the board?

And shouldn't any bylaw revision include a reference to a parliamentary authority of some kind?

[Rob Elsman]

The reporting member of the board has preference in recognition to open the debate, since he is the mover of the motion to adopt the board's recommendation. At the end of his speech, he moves the Previous Question. The Previous Question requires a two-thirds vote for adoption, which shouldn't be difficult to obtain if the main motion has any chance of adoption. Adoption of the Previous Question shuts off further debate and amendment, bringing the main motion to an immediate vote.

Edited March 3, 2020 at 01:33 PM by Rob Elsman

[Shmuel Gerber]

3 hours ago, Rob Elsman said:

The Previous Question requires a two-thirds vote for adoption, which shouldn't be difficult to obtain if the main motion has any chance of adoption.

I don't know how you figure that second part, but in any event Sarah is correct that that decision would "have to be up to the members rather than the board".

[Guest Sarah]

Thank you for that. Just to make sure I understand this correctly:

If that motion for the Previous Question is adopted by a two-thirds vote, then the assembly will then vote on the main motion to adopt the revisions to the objects and the bylaws in one motion?

One more complicating factor: a paper copy of the revision was mailed out to all members, and then some members were sent an email advising that changes to these revisions had since been made based on advice from legal counsel, a parliamentarian, and other members. These members were referred to a link to the new version, which is the one that is going to be presented at the meeting of the general membership. I'm not sure this process meets the requirements in either Robert's Rules or in legislation (which requires notice of all changes to be sent to the membership so many weeks in advance). Thoughts?

[Guest Sarah]

12 minutes ago, Shmuel Gerber said:

I don't know how you figure that second part, but in any event Sarah is correct that that decision would "have to be up to the members rather than the board".

My apologies.  I just saw this response now. Thank you for confirming my understanding.

[Atul Kapur]

13 minutes ago, Guest Sarah said:

One more complicating factor: a paper copy of the revision was mailed out to all members, and then some members were sent an email advising that changes to these revisions had since been made based on advice from legal counsel, a parliamentarian, and other members. 

In other words, they don't want any revisions except the ones that they propose, probably using the excuse that these were ones they had to make because they got advice from a lawyer and a parliamentarian. That just shows that the version that they put out there was not perfect and it may still not be perfect. Pointing this out may make it easier for you to get the assembly to agree that amendments during the meeting are acceptable. And the fact that they made some changes based on the input of "other members" really makes it obvious that they feel the vast majority of your membership is not smart enough to be trusted to propose amendments but that some few favored members did have a chance to provide input.

(Note that I have seen some general meetings were they accept that concept and go along with the idea that no changes are to be made at the meeting. I believe those meetings either felt that they trusted the work of the committee and/or did not want to be bothered with doing that work at the meeting.)

13 minutes ago, Guest Sarah said:

I'm not sure this process meets the requirements in either Robert's Rules or in legislation

Was the link sent out in time to meet the notice requirement? Was the email sent to all members? If answer to either question is no, then these changes would have to be presented as amendments at the meeting.

Edited March 3, 2020 at 05:42 PM by Atul Kapur

[Guest Sarah]

Well, my husband is also a member, and he didn’t receive the email, and I know some members don’t even have email, so they clearly won’t have received it either. 
 

The current bylaws also don’t include anything about notice being sent out via electronic means, which may be problematic in terms of the link to this second version they emailed to some of us...

You raise an excellent point about some members having been able to have their input incorporated (although not all members, as I was speaking to someone yesterday who had provided feedback that was largely ignored in this second version).

Thank you.

[Bruce Lages]

Guest Sarah -

The absence of any provision in your bylaws does not prevent your organization from using email to provide notice of meetings and/or motions. According to RONR (p.89, l. 16-22) email is an acceptable method of providing notice as long as each individual member has agreed to receive notice by this means. In your case, if you and your husband are considered as separate members (as opposed to some form of joint membership) then each of you should be receiving notices. Also, any members who do not have email, or have not agreed to receive their notices this way, would have to be sent notice via postal mail, since that is the only other method recognized by RONR.

Failure of the organization to adhere to either of these requirements for providing notice by email - especially when it results in any member not receiving notice - will invalidate the effects of providing notice.

[Rob Elsman]

2 hours ago, Shmuel Gerber said:

I don't know how you figure that second part, but in any event Sarah is correct that that decision would "have to be up to the members rather than the board".

Since the modification of the bylaws most likely requires a two-thirds vote, obtaining the two-thirds vote necessary to adopt the motion for the Previous Question should not be difficult if the main motion stands a good chance of adoption. Indeed, since the board wants an "all or nothing" consideration of the main motion, a member of the board (or any other member of the general membership assembly, for that matter) might want to make a Request to Withdraw a Motion if the motion for the Previous Question is rejected.

[Richard Brown]

I agree with all most of the comments above by my colleagues, but would point out that there is a possibility that this organization’s  bylaws might permit notices to be sent via email regardless of whether individual members have consented to it.  It’s also possible that the bylaws do not require the exact language of proposed amendments be sent to the membership in advance.  If the bylaws are silent on that point, RONR does require that the purport of proposed amendments must be sent to the membership.  Although providing the exact language of proposed bylaw amendments seems advisable, RONR does not seem to explicitly require it. See page 124 of RONR.

Guest Sarah should check her bylaws carefully to see what notice is required and whether there is a provision permitting notices to be sent via email. Those bylaw provisions would trump the rules in RONR.

Edited March 3, 2020 at 07:40 PM by Richard Brown
Changed first sentence as indicated by strike through and underline.

[Gary Novosielski]

4 hours ago, Atul Kapur said:

Was the link sent out in time to meet the notice requirement? Was the email sent to all members? If answer to either question is no, then these changes would have to be presented as amendments at the meeting.

And even those would have to be within the scope of the notice that was actually sent, or they wouldn't be in order either.

[Atul Kapur]

3 hours ago, Gary Novosielski said:

And even those would have to be within the scope of the notice that was actually sent, or they wouldn't be in order either.

I'm not certain of that. My first question was whether the revised proposal was sent with adequate notice. For example, consider if the required notice is 30 days. If the initial proposal was sent 45 days in advance and the second was send 35 days in advance, then I don't think that the revised proposal needs to fit within the scope of notice of the initial proposal.

[Gary Novosielski]

On 3/3/2020 at 8:25 PM, Atul Kapur said:

I'm not certain of that. My first question was whether the revised proposal was sent with adequate notice. For example, consider if the required notice is 30 days. If the initial proposal was sent 45 days in advance and the second was send 35 days in advance, then I don't think that the revised proposal needs to fit within the scope of notice of the initial proposal.

Yes, I agree with that.  If the revised notice is within the time for "adequate" notice, the scope should not be a problem.