Conflicting Amendments

[Guest Jennifer]

Does a passed amendment to bylaws supersede a failed amendment to bylaws?  That's the simple question but of course it's more complicated than that. 

The failed proposal was to remove language from a bylaw and the passed proposal includes removing the language in the failed proposal, among other changes. 

On one hand the membership approved removing the language but on the other they didn't.  The item that passed barely passed and the item that failed didn't barely fail (passed by 2% vs. failed by 8%). 

In hindsight, we shouldn't have let it get this far but we did and now we are being asked if one supersedes the other.  

[Atul Kapur]

You made the changes that were in the amendment that you adopted. All of them.

Ignore the 'failed' amendment.

For example, first amendment says delete Section A, Paragraph 1 - it's defeated.

next amendment says delete Section A, Paragraphs 1, 2, and 3 - it's adopted.

So you delete paragraphs 1, 2, and 3.

It matters not at all that the first amendment was defeated.

And, by the way, it was correct to consider both amendments (RONR 11th ed., p 594, lines 11 - 15) and to consider them in that order. (RONR 11th ed., p 593, line 35 - p. 594, line 5)

[Guest Guest Jennifer]

25 minutes ago, Atul Kapur said:

You made the changes that were in the amendment that you adopted. All of them.

Ignore the 'failed' amendment.

For example, first amendment says delete Section A, Paragraph 1 - it's defeated.

next amendment says delete Section A, Paragraphs 1, 2, and 3 - it's adopted.

So you delete paragraphs 1, 2, and 3.

It matters not at all that the first amendment was defeated.

And, by the way, it was correct to consider both amendments (RONR 11th ed., p 594, lines 11 - 15) and to consider them in that order. (RONR 11th ed., p 593, line 35 - p. 594, line 5)

Thank you for your response.  I actually misspoke when I gave the example.  The one that passed was voted on first but they were all voted upon at the same time.  We had 40 proposed amendments, which are organized by article or bylaw number.  We are normally in a ballroom voting together with clickers but we had to punt because of the pandemic and so we gave everyone a week to vote online.  Not sure if that makes a difference.  Is it articulated anywhere that you ignore the failed amendment?  I guess I would see it differently if the failed amendment was adding language but it was removing language.  Thanks in advance!

[Richard Brown]

10 minutes ago, Guest Guest Jennifer said:

Thank you for your response.  I actually misspoke when I gave the example.  The one that passed was voted on first but they were all voted upon at the same time.  We had 40 proposed amendments, which are organized by article or bylaw number. . . .  Is it articulated anywhere that you ignore the failed amendment?  I guess I would see it differently if the failed amendment was adding language but it was removing language.  Thanks in advance!

As Dr. Kapur statedd, if an amendment fails, it fails and is ignored.  The amendment that passed is the one that controls, regardless of what was in the amendment that failed or the order in which they were voted on.

12 minutes ago, Guest Guest Jennifer said:

We are normally in a ballroom voting together with clickers but we had to punt because of the pandemic and so we gave everyone a week to vote online. 

Do your bylaws authorize absentee voting online or via email?  If not, you have a more serious problem.  The votes on the bylaws amendments are likely invalid if not authorized in the bylaws.  Was an in person meeting for this actually held?  Depending on just what  happened, it might be possible to ratify the adopted bylaw amendments (and other actions taken via online).... and it might be necessary to go through the process of adopting them all over again.   Meeting and/or voting via the internet is not permissible unless provided for in your bylaws or by state law.

[Atul Kapur]

45 minutes ago, Guest Guest Jennifer said:

Not sure if that makes a difference. 

No.

45 minutes ago, Guest Guest Jennifer said:

Is it articulated anywhere that you ignore the failed amendment?

There's nothing else to do with it.

A defeated motion to remove language is not the same as deciding to keep the language. You've just decided not to remove it in that motion. There was no conflict with the motion that was adopted. There would only be a conflict if both motions removed the exact same language and no more.

Perhaps the votersThe voters may have thought that just removing the small portion of language wouldn't be effective, so they voted against it. On the other hand, removing more language met their goal, so they decided to support that motion.

Edited July 23, 2020 at 07:13 PM by Atul Kapur
Clarifying

[Guest Guest Jennifer]

Thank you both.  You have given me direction, which is what I needed.