Motion to Amend Bylaws

[dgger]

Our Bylaws provision for changing the bylaws are pretty simple. stating... 

" The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose."

However, at a recent annual meeting, a motion was made to amend the bylaws - citing the specific text of the existing bylaws, the removal of that text and the full text to replace the old.  The motion was discussed and seconded and called for a vote.  However, the facilitator then stated just before the vote that is must be presented for vote at the NEXT annual meeting, so this vote is to approve the amendment going to another membership meeting for discussion and vote.  Then the vote passed 22 to 4.  Then after meeting disagreements began.  "Why does this have to go to another annual meeting?   Does the facilitator's statement now mandate that we must go through another meeting, when it was clearly in violation to our bylaws?

In addition, it was mentioned that an amendment to the bylaws required 2/3 vote, while our bylaws do not have that requirement.

This was our first fully virtual meeting and everyone was muted, unable to  unmute without facilitator assistance.  Several asked to be  unmuted but were not.  

Edited November 16, 2020 at 02:51 AM by dgger

[Atul Kapur]

It doesn't appear that the facilitator's error created a continuing breach, so it is too late to raise a point of order now.

You state

55 minutes ago, dgger said:

In addition, it was mentioned that an amendment to the bylaws required 2/3 vote, while our bylaws do not have that requirement.

If your bylaws are truly silent on the vote requirement, then the vote requirement defaults to that in RONR: As a motion to Amend Something Previously Adopted, it requires a 2/3 vote if previous notice has not been given or a majority of the entire membership. If your organization's intent was to allow bylaws amendments with a majority vote, along with no notice, then they should be amended to make this explicit.

[Richard Brown]

I think you have more than one problem here, including weather virtual meetings are authorized in your bylaws. If not, they are not permitted.

As to your question about the bylaws amendment, this is ultimately a question of interpreting your bylaws. However, if RONR is your parliamentary authority, it is clear that unless a different procedure is specified in the bylaws, amendment of the bylaws requires both previous notice and a 2/3 vote. Previous notice means either giving notice at the previous meeting or giving notice in the call of the meeting. Since this was an annual meeting, the notice of the proposed bylaw amendment would normally be included in the call of the meeting.

In my opinion, the action of the “facilitator“ in refusing to permit the amendment was correct. However, your bylaws also provide that they can be amended at a special meeting called for that purpose. Therefore, it is not necessarily true that the amendment must wait until the next annual meeting. 
 

Edited to add:  See section  57:1 (1) of the 12 th edition  for information on amending the bylaws when the exact procedure is not specified in the bylaws.

Edited November 16, 2020 at 04:11 AM by Richard Brown
Added last paragraph

[Bruce Lages]

Are you sure that your bylaws don't say anything more about the  procedure for their amendment? Do they really say nothing at all about previous notice or a vote threshold?

[dgger]

The text I wrote was the actual bylaws quoted.  That's all they say.  I certainly think specificity is called for in the bylaws. 

 

I finally found this on your forum...

When the bylaws and RONR conflict, the bylaws win out (RONR pp. 10-11).  Thinking that "Robert's Rules of Order requires 30 days notice to members of bylaws changes being proposed" is incorrect because RONR says no such thing.  If the bylaws don't require any notice, then they are not required.   

I don't know how accurate that is since it seems there's various interpretations here and it doesn't speak to the 2/3 vote issue.

[dgger]

44 minutes ago, Atul Kapur said:

It doesn't appear that the facilitator's error created a continuing breach, so it is too late to raise a point of order now.

You state

If your bylaws are truly silent on the vote requirement, then the vote requirement defaults to that in RONR: As a motion to Amend Something Previously Adopted, it requires a 2/3 vote if previous notice has not been given or a majority of the entire membership. If your organization's intent was to allow bylaws amendments with a majority vote, along with no notice, then they should be amended to make this explicit.

That's what I feared.

[dgger]

35 minutes ago, Richard Brown said:

I think you have more than one problem here, including weather virtual meetings are authorized in your bylaws. If not, they are not permitted.

As to your question about the bylaws amendment, this is ultimately a question of interpreting your bylaws. However, if RONR is your parliamentary authority, it is clear that unless a different procedure is specified in the bylaws, amendment of the bylaws requires both previous notice and a 2/3 vote. Previous notice means either giving notice at the previous meeting or giving notice in the call of the meeting. Since this was an annual meeting, the notice of the proposed bylaw amendment would normally be included in the call of the meeting.

In my opinion, the action of the “facilitator“ in refusing to permit the amendment was correct. However, your bylaws also provide that they can be amended at a special meeting called for that purpose. Therefore, it is not necessarily true that the amendment must wait until the next annual meeting. 
 

Edited to add:  See section  57:1 (1) of the 12 th edition  for information on amending the bylaws when the exact procedure is not specified in the bylaws.

The bylaws do not prohibit virtual meetings.  Our state laws for HOAs are now authorizing virtual meetings with the exception of board meetings, where at least two board members must hold the meeting in-person with the remainder allowed virtual access.

The bylaws simply state the bylaws may be changed at any annual meeting, or a special meeting called for that purpose - northing else.  However - The meeting notice did include an agenda that showed a proposed bylaws change - that would require an additional membership meeting.  

[Joshua Katz]

10 hours ago, Richard Brown said:

In my opinion, the action of the “facilitator“ in refusing to permit the amendment was correct. However, your bylaws also provide that they can be amended at a special meeting called for that purpose. Therefore, it is not necessarily true that the amendment must wait until the next annual meeting. 

 

11 hours ago, dgger said:

" The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose."

 

I do not see how you reconcile these. The rules for amending the bylaws in RONR apply when the bylaws do not specify something else. These bylaws say, unambiguously, that the members may amend the bylaws at any annual meeting, and say nothing about notice. I think the chair/facilitator was wrong, and the assembly was wrong for allowing that ruling to go unchallenged until after the meeting. You must hold leaders to account.

[Atul Kapur]

I was not explicit in my original response, but I interpret the bylaws that the OP cited as not requiring notice. So I agree with mr. Katz and disagree on mr. Brown on this point.

As I said above, however, I do not see that the bylaws cited mention anything about the vote threshold. That is why I used the language in RONR about the vote thresholds to adopt the bylaws amendment.

 

[Richard Brown]

The bylaws read as follows according to the OP: 

" The member of the Association may alter, amend or repeal the Bylaws of the Association at any annual meeting, or at any duly convened special meeting called for that purpose.”

First, The bylaws are clearly silent as to the Vote required to amend the bylaws. Therefore, based on the language in 57.1 (1) of RONR (12th Ed.), a 2/3 vote (or the vote of a majority of the entire membership) is clearly required regardless of whether previous notice is given.  That’s because this is a proposed bylaw amendment, not an ordinary amendment of something previously adopted.

The precise language the pertinent part of section 57:1 (1) reads as follows: “special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice AND a 2/3 vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specifications in the bylaws is neglected.“  (Emphasis added). 

In this case, the bylaws are silent as to whether or not notice is required and they are also definitely silent as to the vote required.

It is therefore my opinion, based on the language of 57:1 (1) that previous notice is required in order to amend the bylaws at an annual meeting and that a 2/3 vote is required to do so regardless of whether previous notice is given (with the vote of a majority of the entire membership available as an alternative). Since the bylaws fail to mention notice at all, it is my opinion that RONR requires that notice be given if it is the parliamentary authority.  

Even if notice is not required, I think a 2/3 vote is clearly required regardless of whether notice is given. I don’t see how section 57:1 (1) can be read any differently.  I therefore disagree with Dr. Kapur’s statement in his first comment  that the bylaws may be amended with a majority vote if previous notice is given.  This is not an ordinary motion to amend something previously adopted. It is a proposed bylaw amendment.

Edited to add:  upon rereading Dr. Kapur’s first comment, he did not explicitly say that the bylaws could be amended by majority vote with notice, but I believe that is the implication when he states that it requires a 2/3 vote without notice. As I believe he said in a later comment, his first post was perhaps a bit ambiguous or poorly worded. I imagine (and hope) he agrees that under the rules in RONR a bylaw amendment requires a 2/3 vote regardless of whether previous notice is given unless the bylaws provide otherwise.

 

 

Edited November 16, 2020 at 06:45 PM by Richard Brown
Added last paragraph and made Typographical correction

[Joshua Katz]

1 hour ago, Richard Brown said:

First, The bylaws are clearly silent as to the Vote required to amend the bylaws. Therefore, based on the language in 57.1 (1) of RONR (12th Ed.), a 2/3 vote (or the vote of a majority of the entire membership) is clearly required regardless of whether previous notice is given.  That’s because this is a proposed bylaw amendment, not an ordinary amendment of something previously adopted.

 

I agree. 

1 hour ago, Richard Brown said:

The precise language the pertinent part of section 57:1 (1) reads as follows: “special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice AND a 2/3 vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specifications in the bylaws is neglected.“  (Emphasis added). 

In this case, the bylaws are silent as to whether or not notice is required and they are also definitely silent as to the vote required.

 

I disagree, not in principle, but on the facts: I think the bylaws here are not silent as to whether or not notice is required. They say any annual meeting. That implies that this is not limited to some annual meetings, i.e. those prior to which notice has been given. In effect, the bylaws provide notice that they may be amended at any annual meeting; thus, one should attend if one has an interest in the bylaws. 

I worry here because I've seen similar language in several organizations I've been a part of, and in none of them did we think notice was needed. (Although we specified the vote.)

[Atul Kapur]

2 hours ago, Richard Brown said:

Even if notice is not required, I think a 2/3 vote is clearly required regardless of whether notice is given. I don’t see how section 57:1 (1) can be read any differently.  I therefore disagree with Dr. Kapur’s statement in his first comment  that the bylaws may be amended with a majority vote if previous notice is given.  This is not an ordinary motion to amend something previously adopted. It is a proposed bylaw amendment.

Edited to add:  upon rereading Dr. Kapur’s first comment, he did not explicitly say that the bylaws could be amended by majority vote with notice, but I believe that is the implication when he states that it requires a 2/3 vote without notice. As I believe he said in a later comment, his first post was perhaps a bit ambiguous or poorly worded. I imagine (and hope) he agrees that under the rules in RONR a bylaw amendment requires a 2/3 vote regardless of whether previous notice is given unless the bylaws provide otherwise.

Richard, you misread my first comment. I was very deliberate in not stating that a majority vote would suffice. The amendments require a 2/3 vote precisely because the the bylaws

And you put words in my mouth when you say my first post "was perhaps a bit ambiguous or poorly worded." You may think that way but I certainly don't. 😜 I said that I wasn't explicit, but I believed my meaning was clear.

[Guest Christina Jane]

The OP stated: 

“This was our first fully virtual meeting and everyone was muted, unable to  unmute without facilitator assistance.  Several asked to be  unmuted but were not.”

Why is this not fundamental?   Members who took the time to attend an Annual Meeting of Members were not allowed to speak?  Who can say their voices would not have persuaded the others? 

 I had understood RR was created to ensure fairness, and to provide a means for orderly democratic participation.  
In this case, the facilitator(s) had the technological power to choose who can speak, and who cannot.  Reportedly, the facilitator(s) exercised that technological power to prevent select members from speaking.  Who can say if what they had to say would have changed the outcome?  

When does RR support preventing orderly democratic  participation ?  Is the meeting voting valid ? 

[Gary Novosielski]

On 9/12/2023 at 9:51 AM, Guest Christina Jane said:

The OP stated: 

“This was our first fully virtual meeting and everyone was muted, unable to  unmute without facilitator assistance.  Several asked to be  unmuted but were not.”

Why is this not fundamental?   Members who took the time to attend an Annual Meeting of Members were not allowed to speak?  Who can say their voices would not have persuaded the others? 

 I had understood RR was created to ensure fairness, and to provide a means for orderly democratic participation.  
In this case, the facilitator(s) had the technological power to choose who can speak, and who cannot.  Reportedly, the facilitator(s) exercised that technological power to prevent select members from speaking.  Who can say if what they had to say would have changed the outcome?  

When does RR support preventing orderly democratic  participation ?  Is the meeting voting valid ? 

First of all, this is a two-year-old thread, so the OP may not be around to clarify.

Since this was a virtual meeting, which is already outside the rules of RONR, and since we have no idea whether they can hold such meetings in the first place, or what their bylaws say about how these meetings are to be conducted, anything we say would be conjectural at this point.

RONR supports undemocratic procedures only if they are duly adopted into the bylaws, but we don't know if that was the case here.

[Josh Martin]

On 9/12/2023 at 8:51 AM, Guest Christina Jane said:

Why is this not fundamental?   Members who took the time to attend an Annual Meeting of Members were not allowed to speak?  Who can say their voices would not have persuaded the others?

While there is no doubt that a violation of the right to speak is quite severe, this is not a continuing breach. The meeting and the business conducted therein would not be invalid on that basis. It may or may not be that the debate may have persuaded members to vote differently, but this is too vague a basis on which to base a continuing breach. (Although, frankly, I'm somewhat skeptical that these members are such masterful orators that they would change the result of a motion that was adopted by a vote of 22 to 4.)

To the extent that members properly sought recognition and were intentionally denied the right to speak, I believe a Point of Order could still be raised on that matter for the sake of establishing the impropriety of that action, establishing a precedent to prevent it from happening again, and as a basis to initiate disciplinary action against those responsible. But it would not be sufficient to invalidate the outcome of the vote. Not that it would make a difference, because my understanding is that the vote was ultimately delayed (improperly) to the next meeting.