Can Board require Y/N vote on total bylaws replacement by set they drafted without any general membership participation?

[wayneb]

The Board of a society I'm a member of has drafted a total replacement set of bylaws without any general membership involvement and now asked for a Y/N vote on whether to rescind the present bylaws and replace with their new set. They had no general meeting or notice of Board meeting(s) to allow members to participate and propose changes or debate and amend their proposed changes. Then they will hold an online special meeting to announce the results--but didn't have time to do that to formulate the new bylaws.

We never specified in our bylaws that we will be governed by RONR (11th ed.) for anything not specifically included in our bylaws, but I shall assume we are and don't expect any problem arguing that with the Board. But I'm unable to find specific RONR rules they may have broken that I can refer to in my request to halt this process and require a restart following some normally acceptable process involving the general membership.

Can anyone help, please?

 

[Josh Martin]

19 minutes ago, wayneb said:

The Board of a society I'm a member of has drafted a total replacement set of bylaws without any general membership involvement and now asked for a Y/N vote on whether to rescind the present bylaws and replace with their new set. They had no general meeting or notice of Board meeting(s) to allow members to participate and propose changes or debate and amend their proposed changes. Then they will hold an online special meeting to announce the results--but didn't have time to do that to formulate the new bylaws.

We never specified in our bylaws that we will be governed by RONR (11th ed.) for anything not specifically included in our bylaws, but I shall assume we are and don't expect any problem arguing that with the Board. But I'm unable to find specific RONR rules they may have broken that I can refer to in my request to halt this process and require a restart following some normally acceptable process involving the general membership.

Can anyone help, please?

What do your bylaws say regarding their amendment?

[J. J.]

If you bylaws do not permit on-line meets, you cannot have one.

[Gary Novosielski]

23 hours ago, wayneb said:

The Board of a society I'm a member of has drafted a total replacement set of bylaws without any general membership involvement and now asked for a Y/N vote on whether to rescind the present bylaws and replace with their new set. They had no general meeting or notice of Board meeting(s) to allow members to participate and propose changes or debate and amend their proposed changes. Then they will hold an online special meeting to announce the results--but didn't have time to do that to formulate the new bylaws.

We never specified in our bylaws that we will be governed by RONR (11th ed.) for anything not specifically included in our bylaws, but I shall assume we are and don't expect any problem arguing that with the Board. But I'm unable to find specific RONR rules they may have broken that I can refer to in my request to halt this process and require a restart following some normally acceptable process involving the general membership.

Can anyone help, please?

 

Well the rule is that Boards have only such power as they are granted in the bylaws.  By what authority do they claim the power to abridge the rights of members?  It might be in there, but it would be unusual.

Another rule is that members have the right to make motions, (including motions to amend), to speak in debate, and to vote.  If the rules in RONR applied, the membership could not be forced to give up the right to debate and amend if they did not agree to it voluntarily

Yet another rule is that special meetings are allowed only as specified in the bylaws.

And finally there is a rule prohibiting online meetings unless provided for in the bylaws.

As you can see, your bylaws will be the key document in interpreting this situation, with special attention to the rules for amending the bylaws.

[Atul Kapur]

Another issue is that it sounds like the Board is not holding a meeting at all to have the vote on the bylaws.

On 6/2/2020 at 2:49 PM, wayneb said:

Then they will hold an online special meeting to announce the results

(emphasis added). So are they sending the new bylaws out for a mail or email vote?

Adding to Mr. Novosielski's list (and with a Cool Hand Luke reference): "That's a night in the box."

[wayneb]

On 6/3/2020 at 2:41 PM, Atul Kapur said:

Another issue is that it sounds like the Board is not holding a meeting at all to have the vote on the bylaws.

(emphasis added). So are they sending the new bylaws out for a mail or email vote?

Adding to Mr. Novosielski's list (and with a Cool Hand Luke reference): "That's a night in the box."

The vote is online using electionbuddy.com and there was no meeting to move, discuss, and vote on each proposed change separately, nor even a notice that this process was underway.

What we've got here is failure to communicate.

[wayneb]

On 6/3/2020 at 12:49 PM, Gary Novosielski said:

Well the rule is that Boards have only such power as they are granted in the bylaws.  By what authority do they claim the power to abridge the rights of members?  It might be in there, but it would be unusual.

Another rule is that members have the right to make motions, (including motions to amend), to speak in debate, and to vote.  If the rules in RONR applied, the membership could not be forced to give up the right to debate and amend if they did not agree to it voluntarily

Yet another rule is that special meetings are allowed only as specified in the bylaws.

And finally there is a rule prohibiting online meetings unless provided for in the bylaws.

As you can see, your bylaws will be the key document in interpreting this situation, with special attention to the rules for amending the bylaws.

Thanks so much for the detailed reply! I should be able to nip this in the bud...

[Gary Novosielski]

3 minutes ago, wayneb said:

What we've got here is failure to communicate.

Some men you just cain't reach.

[Rob Elsman]

If by "Y/N vote" you mean what is commonly referred to as an "up or down vote", you should be aware that a motion to Amend Something Previously Adopted is debatable and amendable. Nothing found in RONR (11th ed.) authorizes an executive board to require its parent assembly to handle the revision of the bylaws with the use of such an "up or down vote". That's like the cart pulling the horse. Or, putting it another way, it's insubordination by the board, an offence for which the members of the executive board can be punished by means of a disciplinary procedure.

Edited June 5, 2020 at 09:55 PM by Rob Elsman

[Nathan Zook]

I am reminded of what my national committee man said when we heard about a rule that they use in New York.  "You know, in Texas, we have concealed carry." 

[wayneb]

1 hour ago, Rob Elsman said:

If by "Y/N vote" you mean what is commonly referred to as an "up or down vote", you should be aware that a motion to Amend Something Previously Adopted is debatable and amendable. Nothing found in RONR (11th ed.) authorizes an executive board to require its parent assembly to handle the revision of the bylaws with the use of such an "up or down vote". That's like the cart pulling the horse. Or, putting it another way, it's insubordination by the board, an offence for which the members of the executive board can be punished by means of a disciplinary procedure.

Thank you so much! Several of the present Directors were also on our Board in 2015 when similar but even more egregious acts occurred and some corrective action was taken, but not enough and they seem not to have learned anything from it.

[Nathan Zook]

1 minute ago, wayneb said:

Thank you so much! Several of the present Directors were also on our Board in 2015 when similar but even more egregious acts occurred and some corrective action was taken, but not enough and they seem not to have learned anything from it.

That is, sadly the pattern in far to many places.  Eternal vigilance, and all that.

Edited June 5, 2020 at 11:02 PM by Nathan Zook

[Rob Elsman]

In my state, we have open carry. You can walk down the street without a license with your guns and holster, just like Matt Dillon.

[Alex Meed]

Texas has open carry as well as of just a few years ago, but you still need a gun license. You can take guns into the Capitol if you have a license, though.

Edited June 6, 2020 at 08:09 AM by Alex M.
clarify recency of Texas open carry

[Josh Martin]

20 hours ago, wayneb said:

The vote is online using electionbuddy.com and there was no meeting to move, discuss, and vote on each proposed change separately, nor even a notice that this process was underway.

What we've got here is failure to communicate.

Once again, What do your bylaws say regarding their amendment?

[Gary Novosielski]

On 6/5/2020 at 7:01 PM, wayneb said:

Thank you so much! Several of the present Directors were also on our Board in 2015 when similar but even more egregious acts occurred and some corrective action was taken, but not enough and they seem not to have learned anything from it.

A friend of mine claims that there are some people who can never get anything into their skull except through a fracture.

[wayneb]

On 6/6/2020 at 11:32 AM, Josh Martin said:

Once again, What do your bylaws say regarding their amendment?

Sorry for the delay--I had only a photocopy of the bylaws and wanted to convert it to text so I could more easily extract the sections I needed.

==

ARTICLE 7 - AMENDING THE BYLAWS

7.1       Process and Effect

7.1.1    These bylaws may be cancelled, altered or added to by a Special Resolution of the AWC.

7.1.2    The Thirty (30) days’ notice of the Annual General or Special General Meeting of the AWC must include details of the proposed resolution to change the bylaws.

7.1.3    The amended bylaws take effect after approval of the Special Resolution at the Annual General Meeting, or Special General Meeting and acceptance by the Corporate Registry of Alberta.

==

[Josh Martin]

7 hours ago, wayneb said:

Sorry for the delay--I had only a photocopy of the bylaws and wanted to convert it to text so I could more easily extract the sections I needed.

==

ARTICLE 7 - AMENDING THE BYLAWS

7.1       Process and Effect

7.1.1    These bylaws may be cancelled, altered or added to by a Special Resolution of the AWC.

7.1.2    The Thirty (30) days’ notice of the Annual General or Special General Meeting of the AWC must include details of the proposed resolution to change the bylaws.

7.1.3    The amended bylaws take effect after approval of the Special Resolution at the Annual General Meeting, or Special General Meeting and acceptance by the Corporate Registry of Alberta.

==

Thank you. I wanted to double-check to see if there was anything in there about some sort of mail or email vote to amend the bylaws. This does not appear to be the case. As a result, I concur entirely with Mr. Elsman and others that the process which has been described is inappropriate.