Bylaw Changes which take away Membership Voting and Rightsts.

[Guest Mary Remus]

Currently the club I belong a few of the board members are proposing amendments to the bylaws that take away all membership voting rights contained in our bylaws, leaving all decisions in the boards hands alone. Also proposed are  extending unlimited board (officers/directors) terms at their discretion and taking out the provisions of informing the membership of meetings/agenda. Currently, even though our bylaws state they must provide time/date, agenda and post minutes of meetings, they provide us none of these items. It is my understanding, that this goes against parliamentary rules in general. In addition, I believe I read in RONR somewhere (cannot find it now) that an exception to majority rule was that 2/3 vote from the membership is required for any bylaw change that takes away members rights. Is this true? Is it 2/3 of the quorum required or total voting membership? I also believe, I read in RONR that people (our board) "should" refrain on voting on these changes because they are self serving. Can anyone help us to prevent this by furnishing proper citations and proper procedure from RONR to strengthen our arguments against this? We are at a loss as to how to proceed to do this to keep our rights as voting members. 2 of our current board members are against these changes and furnished some of our members copies. These board members told us they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people. Did I mention that the bylaws committee is only comprised of 2 board members? HELP!

[Atul Kapur]

1 hour ago, Guest Mary Remus said:

Currently, even though our bylaws state they must provide time/date, agenda and post minutes of meetings, they provide us none of these items

These may be grounds for disciplinary measures. You can raise a motion about this at the next general meeting.

1 hour ago, Guest Mary Remus said:

I believe I read in RONR somewhere (cannot find it now) that an exception to majority rule was that 2/3 vote from the membership is required for any bylaw change that takes away members rights. Is this true?

No. The requirements to amend your bylaws should be specified in your bylaws. They apply whether or not the proposed amendment takes away rights from the members. Bylaws may even be amended to violate a fundamental principle of parliamentary law, as long as the procedure for their amendment is followed. You mention "majority rule." Most bylaws require notice and a 2/3 vote for their amendment, not a majority vote. Check your bylaws to see exactly what the requirement is.

1 hour ago, Guest Mary Remus said:

We are at a loss as to how to proceed to do this to keep our rights as voting members

First, carefully read your current bylaws and understand the rules.

Second, do what you can to ensure that enough members who disagree with these proposed amendments come to the meeting and vote against them.

1 hour ago, Guest Mary Remus said:

they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people.

Nothing prevents you from informing members when the notice comes out and encouraging them to inform themselves and attend the meeting and vote against the proposed amendments.

[Josh Martin]

9 hours ago, Guest Mary Remus said:

I also believe, I read in RONR that people (our board) "should" refrain on voting on these changes because they are self serving.

The rule you appear to be thinking of is this one.

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." (RONR, 11th ed., pg. 407)

I would argue, however, that this rule does not apply here. The fact that the rules benefit the board does not mean that the individual board members have "a direct personal or pecuniary interest not common to other members of the organization," since the rules equally benefit all current members of the board and also persons who serve on the board in the future. This rule would be more applicable if, for example, the board was considering whether to enter a contract with a company which one of the board members had a significant financial stake in.

[Richard Brown]

22 hours ago, Guest Mary Remus said:

2 of our current board members are against these changes and furnished some of our members copies. These board members told us they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people   (Emphasis added)

What do your bylaws say about the notice required for a proposed bylaw amendment?  If you don't believe the notice provided is proper or adequate, you can raise a point of order at the meeting that proper notice of the proposed bylaw amendments was not given.  The chair rules on the point of order, but then any two members (one to make the appeal and someone to second it) can appeal from the ruling of the chair.  Assuming the chair knows and follows proper parliamentary procedure, the membership then votes whether to sustain or overturn the ruling of the chair.  It takes a majority vote to overturn the ruling of the chair.  The ruling is sustained on a tie vote.  The decision of the membership on the appeal is final.  Let us know if you need more information on that. 

As others have stated (or at least hinted), you and your like minded friends can spread the word to other members that something you don't like is going on and encourage them to show up at the meeting and vote against the proposals.  That will likely get better results than parliamentary maneuvering, especially is the chair doesn't understand or won't follow proper parliamentary procedure.  You and your friends just vote against the board's proposals.