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Hello,

I am seeking guidance on a question related to Bylaw Amendments. Can an amendment be changed the day the members vote? 

Example:

Member A: Submits an Amendment to change quorum to 2/3

Member B: Request to amend to 1/3.

Would that be okay to do or are the members supposed to vote on original submissions only? 

Can you please reference any page numbers so I can read as well? 

Thank you for your help!  

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Whether it would be okay to make that change to the submitted amendment depends on what your current quorum requirement is. Once notice is given for a proposed bylaw amendment, any subsequent proposed changes to that amendment must fall within the 'scope of notice', which means it must fall between the limits of your current requirement and the new requirement that is being proposed.

So in your case if your current quorum requirement is a majority of members and the proposed amendment wants to change that to 2/3 of members, then a request to amend the 2/3 to 1/3 would not be in order. However, a change to any number between a majority and 2/3 ( 55%, 60%, etc) would be in order.

You can read about scope of notice requirements in RONR, 11th ed., p.594-596 under the heading Amending a Proposed Amendment to the Bylaws.

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Thank you for your response. I did not give a real example. The question I was looking to get an answer to was do we vote on the proposed bylaw amendments submitted or can any member amend any submission. It sounds like it can depend on the scenario 

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8 hours ago, Angie N said:

Thank you for your response. I did not give a real example. The question I was looking to get an answer to was do we vote on the proposed bylaw amendments submitted or can any member amend any submission. It sounds like it can depend on the scenario 

Any member may offer an amendment to the proposed bylaw amendment provided it is within the scope of the notice requirements Mr. Lages cited.  if it is a proper amendment, the assembly will consider it and vote on whether or not to adopt that proposed amendment. Here is an example from the cited pages, but I urgently recommend you and others read the cited pages:

"Thus, if the bylaws place the annual dues of members at $10 and an amendment is pending to strike out 10 and insert 25, an amendment to change the 25 to any number between 10 and 25 would be in order, but an amendment to change the number to less than 10 or greater than 25 would be out of order, even with unanimous consent. Had notice been given that it was proposed to increase the dues to more than $25 or to reduce them below $10, members who opposed such a change might have attended the meeting to vote against the amendment. "

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  • 2 weeks later...

Thank you for the responses. I don't think I asked the question correctly so I would like to attempt again.

A member of the organization submitted a bylaw amendment. 30 days Notice was given however later he realized he wanted to add to the amendment he submitted. How would he make the changes before the members vote?  

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If his added amendment to his own proposal is within the scope of the notice then he may submit his added amendment at the time the original bylaw amendment is considered at the meeting. Otherwise, if the added amendment he wishes to make falls outside the scope of the notice then he must submit a new wording and give the proper notice if there is still time to do so. If he gives notice of a second proposal then both proposals pass muster and both proposals would be considered at the meeting. He cannot submit a new proposal and then just retract the first one, after all the first one passed muster as far as the bylaws are concerned. The assembly then has the discretion to adopt either one, with amendments that may fall within scope of the notice of each one.

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Ok no it would not be within the 30 day scope. Without the 30 day notice I thought that he would be able to move to amend his amendment and add to his original amendment at the meeting and the members then vote. And needed 2/3 for it to pass.

Thank you for your help!

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He, or any other member, can move to amend the original amendment at the meeting, provided that it fits within the scope of notice of the original amendment.

The amendment to the original amendment would only require a majority vote to be adopted.

After the amendment to the amendment has been decided on, you then consider the amendment to the bylaws itself. The amendment to the bylaws would require a 2/3 vote.

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26 minutes ago, Guest Zev said:

If his added amendment to his own proposal is within the scope of the notice then he may submit his added amendment at the time the original bylaw amendment is considered at the meeting.

 

15 minutes ago, Angie N said:

Ok no it would not be within the 30 day scope.

Because it seems like there might be confusion, scope of notice does not refer to the 30 day timeline. It refers to the contents of the amendment. When notice has been given and was required, and it is desired to amend the motion when it is considered, the amendment needs to be within the scope of the notice. For instance, suppose there are no dues at the moment, and the motion is to amend the bylaws so that dues will be $50. It would be within the scope of notice to, at the meeting where the motion is considered, amend $50 to $40, since that does less than was proposed. It would be out of order to move to amend $50 to $60, since that goes beyond what notice was provided.

 

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44 minutes ago, Atul Kapur said:

He, or any other member, can move to amend the original amendment at the meeting, provided that it fits within the scope of notice of the original amendment.

The amendment to the original amendment would only require a majority vote to be adopted.

After the amendment to the amendment has been decided on, you then consider the amendment to the bylaws itself. The amendment to the bylaws would require a 2/3 vote.

Ok thank you! This is very helpful...it answers what the member is trying to accomplish. 

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50 minutes ago, Joshua Katz said:

 

Because it seems like there might be confusion, scope of notice does not refer to the 30 day timeline. It refers to the contents of the amendment. When notice has been given and was required, and it is desired to amend the motion when it is considered, the amendment needs to be within the scope of the notice. For instance, suppose there are no dues at the moment, and the motion is to amend the bylaws so that dues will be $50. It would be within the scope of notice to, at the meeting where the motion is considered, amend $50 to $40, since that does less than was proposed. It would be out of order to move to amend $50 to $60, since that goes beyond what notice was provided.

 

Thank you! This is a great example for understanding. 

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15 hours ago, Angie N said:

Thank you! This is a great example for understanding. 

If there is a concern that his "new" amendment exceeds the "scope of notice," any member can raise a point of order that the amendment is out of order because it exceeds the scope of notice.  The chair rules on the point of order.  His ruling may be appealed to the assembly, in which case a majority vote is required to overturn the ruling of the chair.   A tie vote sustains the chair's ruling.  The decision of the assembly if there is an appeal is final.  If there is no appeal, the chair's ruling is the final word.

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