100 percent

[Hiram]

Hello newbie here. I have a question about about bylaws. If in your bylaws its states that any proposed amendments to or changes to the existing bylaws must be summited and read at a regular meeting. Then they must lay over until the next regular meeting to be voted on, and to pass the vote must be 2/3 majority vote. Is there anything that would allow the vote to be taken at the meeting they are first summitted, such as a motion  to vote on the proposed amendment with a 100% vote to approve the motion ?

[Nathan Zook]

It would be helpful if you posted the entirety of your bylaws, word-for-word, on the subject of amending the bylaws.  But from what you have stated so far, the answer is "no".

[Atul Kapur]

There's nothing in RONR that will permit this. The purpose of notice is to allow members to decide whether they wish to attend the meeting to express their views and vote on the measure in question. The rights of members who are not present at the first meeting are violated if you vote at the same meeting where notice was provided.

[Rob Elsman]

I suppose if every single member were present and no one objected, the vote could be taken.  Under these conditions, there are no rights of absent members to protect.

[Richard Brown]

8 minutes ago, Rob Elsman said:

I suppose if every single member were present and no one objected, the vote could be taken.  Under these conditions, there are no rights of absent members to protect.

I agree 

[Atul Kapur]

3 hours ago, Rob Elsman said:

I suppose if every single member were present and no one objected, the vote could be taken.  Under these conditions, there are no rights of absent members to protect.

Yes, true.

And in that case, it should only require the 2/3 vote.

[Hiram]

I appreciate the information, I may need to look at this differently. Thank you

[Nathan Zook]

Gentlemen, I have a strong problem with the interpretation that if all members of an organization are present, that this satisfies the requirement that an amendment proposed at one meeting not be voted on until the next.

First, it violates the plain language of the bylaws, which do not permit such actions.

Second, the basis given is that this is a "notice" provision whose purpose is to ensure that all members are aware of the proposal.  This fails for two reasons.  One, because we are not informed that notice of the proposal must be sent with the call of the next meeting.  Two, because notice is not merely about member's right to be informed of the proposed change for the purpose of attending.  The delay between notice and action gives members time to research the matter beyond what can be done at a meeting.  For instance, someone might search the internet for a resource which addresses the proposed changes.  They might even ask the opinion of experienced parliamentarians in some sort of online forum.  This cannot be done in the heat of a meeting, as the considered responses might come back in hours, but rares in minutes.

The issue has been raised here about whether or not a meeting must be properly noticed to be valid.  The unanimous opinion was "yes"--even if all members happen to be together, a meeting is not valid unless it was properly noticed.  I see this as another application of the same principle.

 

[Josh Martin]

1 minute ago, Nathan Zook said:

First, it violates the plain language of the bylaws, which do not permit such actions.

Rules in the bylaws which are in the nature of rules of order may be suspended. The rule clearly seems to be in the nature of a rule of order. As a result, the fact that it "violates the plain language of the bylaws," in and of itself, does not prevent the rule from being suspended.

4 minutes ago, Nathan Zook said:

Second, the basis given is that this is a "notice" provision whose purpose is to ensure that all members are aware of the proposal.  This fails for two reasons.  One, because we are not informed that notice of the proposal must be sent with the call of the next meeting.  Two, because notice is not merely about member's right to be informed of the proposed change for the purpose of attending.  The delay between notice and action gives members time to research the matter beyond what can be done at a meeting.

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10, emphasis added

It therefore logically follows that such rules can be suspended if no members are absent. The rule does not protect absentees if there are no absentees. So if it is desired to argue that the rule cannot be suspended or requires a higher threshold for suspension, then we need to find some other reason for this. (You also seem to be arguing that the rule might not protect absentees in any event.)

I suppose one could argue that the rule is also one which protects the rights of an individual member, which I think is what you are arguing. It certainly is not a basic right of an individual member, but it could still be a rule which protects a minority of one. If this is correct, the rule could still be suspended, but it would require a unanimous vote rather than a 2/3 vote, since "no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule." RONR (12th ed.) 25:2

So it may be as Mr. Elsman says, and that the rule may be suspended only if "every single member were present and no one objected," which is a pretty high bar.

I do not see a reasonable argument, however, that the rule could not be suspended under any circumstances, at least based upon the facts provided.

6 minutes ago, Nathan Zook said:

The issue has been raised here about whether or not a meeting must be properly noticed to be valid.  The unanimous opinion was "yes"--even if all members happen to be together, a meeting is not valid unless it was properly noticed.  I see this as another application of the same principle.

Attempting to conduct business at a meeting which was not properly called is a violation of the "fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting." RONR (12th ed.) 25:9

So this is not only a violation of a rule protecting absentees, but is also a violation of a fundamental principle of parliamentary law. Fundamental principles of parliamentary law may not be suspended. As a result, the rule may not be suspended even if there are no absentees.

So it is not quite the same principle.

[Nathan Zook]

My position is that the requirement that a proposed bylaw amendment be submitted and read at one meeting regular meeting and only be acted on at another is a rule protecting the body from ill-considered actions by itself.

 

[Atul Kapur]

2 hours ago, Nathan Zook said:

is a rule protecting the body from ill-considered actions by itself.

That type of protection only goes so far.

On a completely unrelated topic, I hope all of you believers in democracy have voted or made plans to vote on Tuesday.

[Nathan Zook]

8 minutes ago, Atul Kapur said:

On a completely unrelated topic, I hope all of you believers in democracy have voted or made plans to vote on Tuesday.

I don't know about you, but I'm a firm believer in republics.  Democracies tend to be as violent as they are shortlived.

[Hiram]

I will add a couple of things about notice which seems to be a issue of concern here.

       1. The meeting that the proposed amendments  would be proposed at is a Annual meeting, at which the bylaws state,  that any proposed                               amendments would by presented, and they are every year. 

       2. It is required that all members be sent a copy of any proposed amendments prior to the annual meeting.

Then there is the issue of protecting the absentee. It is required,  by the bylaws, that all members  be present at this annual meeting, but its rarely if ever happened. 

 

Edited November 2, 2020 at 01:16 PM by Hiram
missing info

[Josh Martin]

8 hours ago, Nathan Zook said:

My position is that the requirement that a proposed bylaw amendment be submitted and read at one meeting regular meeting and only be acted on at another is a rule protecting the body from ill-considered actions by itself.

There is nothing in RONR suggesting such rules cannot be suspended or that such rules require a higher threshold for suspension. If this is, in fact, all that the rule is, there would be nothing preventing the assembly from suspending it by a 2/3 vote, whether or not all members are present.

So I don't think this position is helping your argument.

6 hours ago, Atul Kapur said:

On a completely unrelated topic, I hope all of you believers in democracy have voted or made plans to vote on Tuesday.

An important reminder for all. I have personally already voted and will be serving as an election judge on Tuesday to assist others in exercising their right to vote.

3 hours ago, Hiram said:

I will add a couple of things about notice which seems to be a issue of concern here.

       1. The meeting that the proposed amendments  would be proposed at is a Annual meeting, at which the bylaws state,  that any proposed                               amendments would by presented, and they are every year. 

       2. It is required that all members be sent a copy of any proposed amendments prior to the annual meeting.

I don't know that these facts necessarily change anything. Many societies can and do have multiple requirements for previous notice, so the fact that all members are sent a copy of any proposed amendments (which undoubtedly serves as a previous notice requirement) does not necessarily mean that the "lay over" language does not also serve as a previous notice requirement.

I would be curious to know the exact language in the bylaws pertaining to the "lay over" requirement. That might shed some light on the matter.

In the long run, the prudent course of action would be to amend the bylaws for clarity, or perhaps to amend the rule to remove it altogether if the society does not think it serves a legitimate purpose.

Edited November 2, 2020 at 02:40 PM by Josh Martin

[Rob Elsman]

Mr. Martin, I will be glad to get everything fouled up here while you work.  Thank you for your courageous service. 😊

[Shmuel Gerber]

22 hours ago, Atul Kapur said:

On a completely unrelated topic, I hope all of you believers in democracy have voted or made plans to vote on Tuesday.

Since voting is not obligatory in the U.S., I'd prefer if those who would make the wrong choices (as defined by me) sat this one out. 🙂

[Nathan Zook]

19 minutes ago, Shmuel Gerber said:

Since voting is not obligatory in the U.S., I'd prefer if those who would make the wrong choices (as defined by me) sat this one out. 🙂

Absolutely!

Which is not to suggest that I will in any way impede the same, mind you.  I am a veteran, after all.