Changes to Constitution/ByLaw

[Debbie Bramer]

This organizations is has incorporated members without shares, the board has to take all Constitution/Bylaw changes back to the General Membership.  The question came up due to COVID and not being able to have an election meeting.  It was discussed about holding it virtual but was turned down.  One member suggested that we leave the incumbent board in until the 'emergency state' has been called off.  Note we are in Ontario, Canada.  It was stated that any motion that the board makes and carries, is considered to be approved until  it goes to the General Membership for ratification.  Is this true?  We were under the impression that any motion made and carried by the Board does not go into effect until the General Membership approves it.

[Hieu H. Huynh]

The board only has such powers that the bylaws provide.

[Debbie Bramer]

40 minutes ago, Hieu H. Huynh said:

The board only has such powers that the bylaws provide.

As I mentioned, the board has to take motions back to the General membership.  There is nothing in the bylaws stating that they have that power.

[Gary Novosielski]

3 hours ago, Debbie Bramer said:

It was stated that any motion that the board makes and carries, is considered to be approved until  it goes to the General Membership for ratification. 

That would depend on the exact language of the rule on ratification.  That's a custom rule of yours, not one in RONR.  But even if it were true for ordinary main motions, I do not believe it would apply to bylaws amendments, unless of course your bylaws say it does.

The passive-voiced "it was stated" makes me suspicious that this may not be true at all.  The strangest things are often stated which, when compared with the actual black-and-white rules, turn out not to be the case.  People state all sorts of things.

As far as continuing in office, your bylaws are again the place to look.  If the terms of office contain a phrase "until their successors are elected" or similar, than they can stay in office.  However, if it just says "a term of x years" without any conditionals, then they're out, and no motion to extend their term would be in order.  Of course if they're all out, no motion of any kind would be in order. 

If you have vacancy-filling provisions in your bylaws, you can use them to appoint people to serve until the election can be held, but if the whole board is out of office, the general membership will have to meet to hold the actual election.

Edited September 12, 2020 at 03:22 AM by Gary Novosielski

[Debbie Bramer]

You are correct, there is no specific bylaw wording stating that motions created and carried at a board level are considered approved until the General ratify them.  

Nominations & Elections

1. Board of Directors for the ensuing year shall take office as of November 1.  is the only bylaw that applies directly to when their term begins.

By-Laws

The Board of Directors may pass By-Laws or By-Law amendments, repeals, or reenactments, not contrary to law or to the Festivals Letter Patent or supplementary Letters Patent at any time. Every By-Law, or By-Law amendment, repeal, or reenactment shall require confirmation with or without amendment at a Membership meeting duly called for that purpose. The proportion of votes necessary for confirmation varies in different situations according to law, but in no case shall be less than a simple majority of the votes cast on a particular question.

So due to the above By-Laws (the only place that specifies anything about by-laws) that would mean that the motion to leave the board governing is not a constitutional.  Correct?

[Gary Novosielski]

That's how it appears to me, but I am not a member of your organization, and have not read your bylaws in their entirety, so my free advice is worth every penny.

[Bruce Lages]

The bylaw wording you quoted states when the terms of Board members begins, but is there other wording somewhere that describes how long the terms of office last? That will be the important statement that determines whether or not your officers remain in office until an election can be held.

[Richard Brown]

15 hours ago, Debbie Bramer said:

This organizations is has incorporated members without shares, the board has to take all Constitution/Bylaw changes back to the General Membership.

OK, that's fine when it come to Constitution/Bylaw amendments.  But is there similar language about the membership having to approve any other board actions before they become effective?  If so, please quote it verbatim.

 

15 hours ago, Debbie Bramer said:

We were under the impression that any motion made and carried by the Board does not go into effect until the General Membership approves it.

What exactly do your bylaws say about the powers of the board?

15 hours ago, Debbie Bramer said:

One member suggested that we leave the incumbent board in until the 'emergency state' has been called off.

As others have stated, we neeed to know EXACTLY what your bylaws say about the terms of office, including when officers and board members are elected, when they take office, how long they serve, and whether there is language anywhere in the bylaws to the effect that they serve until their successors are elected.  If any of that language is in there, please give us the EXACT language.... do not paraphrase!

15 hours ago, Debbie Bramer said:

We were under the impression that any motion made and carried by the Board does not go into effect until the General Membership approves it.

What exactly gives you that impression?  If you are relying on language in the bylaws, please quote that provision exactly.  You have quoted bylaw language to that effect when it comes to amendments to the bylaws, but what about other board actions?

In short, we need more information in order to properly answer your questions.

[Josh Martin]

10 hours ago, Debbie Bramer said:

You are correct, there is no specific bylaw wording stating that motions created and carried at a board level are considered approved until the General ratify them.  

Nominations & Elections

1. Board of Directors for the ensuing year shall take office as of November 1.  is the only bylaw that applies directly to when their term begins.

By-Laws

The Board of Directors may pass By-Laws or By-Law amendments, repeals, or reenactments, not contrary to law or to the Festivals Letter Patent or supplementary Letters Patent at any time. Every By-Law, or By-Law amendment, repeal, or reenactment shall require confirmation with or without amendment at a Membership meeting duly called for that purpose. The proportion of votes necessary for confirmation varies in different situations according to law, but in no case shall be less than a simple majority of the votes cast on a particular question.

So due to the above By-Laws (the only place that specifies anything about by-laws) that would mean that the motion to leave the board governing is not a constitutional.  Correct?

Based upon the facts presented, and assuming there is nothing else in the bylaws which is relevant on these subjects, I am inclined to agree that 1) amendments to the bylaws adopted by the board are not effective until confirmed by the membership at a meeting duly called for that purpose and 2) under the bylaws as they are currently written, the board members' terms would end on November 1st, even if their successors had not been elected.

I don't know whether the statement that "any motion made and carried by the Board does not go into effect until the General Membership approves it" is correct with regard to motions other than amendments to the bylaws.

If it is in fact correct that members of the board do not continue serving until their successors are elected, and it is not possible at this time to hold a meeting of the membership in order to hold an election, another potential option would be vacancy-filling procedures. What do your bylaws say on that subject?

Edited September 12, 2020 at 03:50 PM by Josh Martin

[Debbie Bramer]

Thank you to all of you.   You have pointed out some holes in our by-laws that haven't been required before.  We will be addressing these asap.