Amendments to Constitution

[M Goodman]

Background-Our Clubs directors and officers are putting forth an amendment to our constitution that takes away membership's rights-including voting. Currently the voting membership has 3 meetings a year in which we are entitled to vote on larger issues that impact our club. The proposed bylaws state that voting membership will now only be allowed to vote at the annual meeting and all other items will be decided solely by the board during the year. The "bylaws committee" is comprised of one board member with no input from membership, just the board. The other new changes also give more rights to the board.

Question-Our bylaws currently state that the membership must be notified, by mail, 2 weeks prior to voting, for all amendments to the constitution. "Mail" is important because our bylaws differentiate between mail and email, and for amendments, it specifically states by mail. Our meeting is to take place on November 1 on electronic media (think Zoom/Google Meetings). As of yet we have not received the proposed bylaw amendments even by email. It is  doubtful that they will make the 2 week deadline even with email as the final draft is not complete. As I am not entirely familiar with parliamentary procedures, can we somehow stop the vote based on not receiving the bylaw changes within the proper time and proper notification? If so, how do we do this properly? Our goal is to form a bylaw committee which is comprised of diverse membership that serves all membership interests equally.

[George Mervosh]

11 minutes ago, M Goodman said:

Background-Our Clubs directors and officers are putting forth an amendment to our constitution that takes away membership's rights-including voting. Currently the voting membership has 3 meetings a year in which we are entitled to vote on larger issues that impact our club. The proposed bylaws state that voting membership will now only be allowed to vote at the annual meeting and all other items will be decided solely by the board during the year. The "bylaws committee" is comprised of one board member with no input from membership, just the board. The other new changes also give more rights to the board.

Question-Our bylaws currently state that the membership must be notified, by mail, 2 weeks prior to voting, for all amendments to the constitution. "Mail" is important because our bylaws differentiate between mail and email, and for amendments, it specifically states by mail. Our meeting is to take place on November 1 on electronic media (think Zoom/Google Meetings). As of yet we have not received the proposed bylaw amendments even by email. It is  doubtful that they will make the 2 week deadline even with email as the final draft is not complete. As I am not entirely familiar with parliamentary procedures, can we somehow stop the vote based on not receiving the bylaw changes within the proper time and proper notification? If so, how do we do this properly? Our goal is to form a bylaw committee which is comprised of diverse membership that serves all membership interests equally.

Any member may raise a point of order when the amendment is introduced.  The rules regarding giving members the required previous notice are not suspendable.  RONR (12th ed.), 25:10.

[Gary Novosielski]

7 hours ago, M Goodman said:

Background-Our Clubs directors and officers are putting forth an amendment to our constitution that takes away membership's rights-including voting. Currently the voting membership has 3 meetings a year in which we are entitled to vote on larger issues that impact our club. The proposed bylaws state that voting membership will now only be allowed to vote at the annual meeting and all other items will be decided solely by the board during the year. The "bylaws committee" is comprised of one board member with no input from membership, just the board. The other new changes also give more rights to the board.

Question-Our bylaws currently state that the membership must be notified, by mail, 2 weeks prior to voting, for all amendments to the constitution. "Mail" is important because our bylaws differentiate between mail and email, and for amendments, it specifically states by mail. Our meeting is to take place on November 1 on electronic media (think Zoom/Google Meetings). As of yet we have not received the proposed bylaw amendments even by email. It is  doubtful that they will make the 2 week deadline even with email as the final draft is not complete. As I am not entirely familiar with parliamentary procedures, can we somehow stop the vote based on not receiving the bylaw changes within the proper time and proper notification? If so, how do we do this properly? Our goal is to form a bylaw committee which is comprised of diverse membership that serves all membership interests equally.

And even if the required notice is received, and the amendments are considered at the membership meeting, is there any chance that the membership will vote Yes to give away their rights?  That would seem to be fertile ground for debate, and I would think it's likely it would be voted down.

[Nathan Zook]

It is also probably worth pointing out that RONR prohibits electronic meetings unless you bylaws expressly permit them.  Absent such a provision, if the board insists on such a "meeting", the entire thing is illegal (in the parliamentary sense) and without effect.

[Richard Brown]

10 hours ago, Nathan Zook said:

It is also probably worth pointing out that RONR prohibits electronic meetings unless you bylaws expressly permit them.  Absent such a provision, if the board insists on such a "meeting", the entire thing is illegal (in the parliamentary sense) and without effect.

According to RONR, yes. According to the courts, maybe and maybe not. A court recently upheld an annual election conducted electronically with absentee members voting via email at a condo or homeowners association annual meeting even though the bylaws do not authorize either electronic meetings or electronic voting or any other form of absentee voting except by written proxy.. This election occurred in mid 2019 before COVID-19 had even been heard of. There was no emergency, no hurricane, no pandemic, no inability to obtain a quorum, no nothing. The board just decided to permit absentee voting via email  despite the lack of authorization in the bylaws.

A losing candidate took the matter to court and the judge found that permitting the electronic voting despite lack of authorization in the bylaws was just fine.

I believe that was in Massachusetts and it was a trial court ruling. We do not know if the bylaws or special rules of order designated a parliamentary authority and I do not know if the case has been  appealed. The decision made no mention of any statute which mandates absentee or electronic voting. 

Edited October 20, 2020 at 01:47 PM by Richard Brown
Corrected date

[Nathan Zook]

11 hours ago, Richard Brown said:

According to RONR, yes. According to the courts, maybe and maybe not. A court recently upheld an annual election conducted electronically with absentee members voting via email at a condo or homeowners association annual meeting even though the bylaws do not authorize either electronic meetings or electronic voting or any other form of absentee voting except by written proxy.. This election occurred in mid 2019 before COVID-19 had even been heard of. There was no emergency, no hurricane, no pandemic, no inability to obtain a quorum, no nothing. The board just decided to permit absentee voting via email  despite the lack of authorization in the bylaws.

A losing candidate took the matter to court and the judge found that permitting the electronic voting despite lack of authorization in the bylaws was just fine.

I believe that was in Massachusetts and it was a trial court ruling. We do not know if the bylaws or special rules of order designated a parliamentary authority and I do not know if the case has been  appealed. The decision made no mention of any statute which mandates absentee or electronic voting. 

I guess I would call that a judicial error.  Also, an application of the principle of the non-transferability of expertise.  And of course, this wonderful ruling now becomes something that other courts are likely to rely on.