Tomm Posted January 18, 2021 at 12:04 AM Report Share Posted January 18, 2021 at 12:04 AM Would I be correct assuming the following procedure must be taken to amend a Bylaw: 1. If a Standing Committee wishes to amend a Bylaw so that the Committee is redefined "with a certain power" it must first approach the Board at a Board meeting where it can make the motion to amend. 2. If the motion is approved, (and after debate to possibly change some wording), it must meet the requirements of Previous Notice. 3. Once the Previous Notice requirement has been achieved, it will be re-introduced at the next meeting where it can be actually be voted on (assuming nothing changes during debate) and approved? I guess my concern is the proposed amendment can't really be voted on to change if it's the very first time everybody has heard about it? Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted January 18, 2021 at 01:16 AM Report Share Posted January 18, 2021 at 01:16 AM The way to change your bylaws should be spelled out in your bylaws. The procedure in RONR (12) is only if there is nothing in your bylaws about changing them (very unlikely) RONR makes a difference between a (complete) revision of the bylaws and a (limited) change of one or a couple of bylaw articles. For revision RONR prescribes that it is first talked over in a committee, but that is not a committee with power, it can only produce a new draft of the bylaws, So first of all what is in your bylaws about changing them? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 18, 2021 at 02:23 AM Report Share Posted January 18, 2021 at 02:23 AM 2 hours ago, Tomm said: 1. If a Standing Committee wishes to amend a Bylaw so that the Committee is redefined "with a certain power" it must first approach the Board at a Board meeting where it can make the motion to amend. The committee would need to approach the body with the authority to amend the bylaws, yes. There is also the question of whether a motion of this nature would be within the scope of the committee's duties. If not, then an individual member of the committee (assuming that person is also a member of the body with the authority to amend the bylaws) could make the motion as an individual member, rather than on behalf of the committee. 2 hours ago, Tomm said: 2. If the motion is approved, (and after debate to possibly change some wording), it must meet the requirements of Previous Notice. If the bylaws require previous notice for their amendment, then certainly such requirements must be met. Such notice is given before the motion is made. 2 hours ago, Tomm said: 3. Once the Previous Notice requirement has been achieved, it will be re-introduced at the next meeting where it can be actually be voted on (assuming nothing changes during debate) and approved? Notice is given before the motion is made. 2 hours ago, Tomm said: I guess my concern is the proposed amendment can't really be voted on to change if it's the very first time everybody has heard about it? If proper notice has not been given, no, the amendment cannot be considered. The chair would rule the motion out of order on the grounds that the notice requirement has not been met and would inform the member of the requirements for previous notice. Quote Link to comment Share on other sites More sharing options...
Tomm Posted January 18, 2021 at 03:45 AM Author Report Share Posted January 18, 2021 at 03:45 AM Well, I did a little digging and this is what I found. We're referring to a Senior Community Corporation. At the Annual Membership Meetings, there needs to be a 10 day previous notice to amend the Bylaws and a 30 previous notice to amend the articles of incorporation. At the Meetings of the Board the only thing required is "a 7 day notice of the Agenda, subject to amendment", which I suppose means the Agenda could be amended at the current meeting to introduce an amendment to the Bylaws? No other mention of any sort of previous notice. Digging a little deeper into the Articles of Incorporation I found these two little gems, "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation" "4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail". Bottom line: As far as amending the Bylaws, it appears that the Board of Directors can pretty much do what they want, when they want, because there hasn't been an Annual Meeting in over 7 years to challenge anything because a quorum can never be achieved! I suppose that means that everybody in the community is happy with the way things are running? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 18, 2021 at 04:24 AM Report Share Posted January 18, 2021 at 04:24 AM 36 minutes ago, Tomm said: Bottom line: As far as amending the Bylaws, it appears that the Board of Directors can pretty much do what they want, when they want, because there hasn't been an Annual Meeting in over 7 years to challenge anything because a quorum can never be achieved! I suppose that means that everybody in the community is happy with the way things are running? Unfortunately, that seems to pretty much be the case. But, since the Board has the power to amend the bylaw, it should propose and adopt an amendment with a more realistic quorum requirement which can actually be met. Question: If you haven't had an annual meeting in over seven years, how are the members of the board and the other officers being elected? Aren't they elected by the membership? Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted January 18, 2021 at 09:58 AM Report Share Posted January 18, 2021 at 09:58 AM Very confusing, not even sure what is mend by " In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail" how can such event even exist? The bylaws are changed the moment an amendment has passed. So what stops the board from changing them again at their next meeting? It is just not a good idea to have two assemblies that can unilaterally change the bylaws. It you quote or did you paraphrase your bylaws? (Please quote the bylaws verbatim) Also given that the organisation is incorporated I think you need some professional (legal and RONR) assistance to sort it all out. Quote Link to comment Share on other sites More sharing options...
Tomm Posted January 18, 2021 at 04:12 PM Author Report Share Posted January 18, 2021 at 04:12 PM 11 hours ago, Richard Brown said: Question: If you haven't had an annual meeting in over seven years, how are the members of the board and the other officers being elected? Aren't they elected by the membership? Candidates campaign in the community throughout the Summer then in Nov. on-line voting begins till sometime early in December when an actual one day Election Day occurs and members cast their votes by ballot, in-person. Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted January 18, 2021 at 04:43 PM Report Share Posted January 18, 2021 at 04:43 PM 23 minutes ago, Tomm said: Candidates campaign in the community throughout the Summer then in Nov. on-line voting begins till sometime early in December when an actual one day Election Day occurs and members cast their votes by ballot, in-person. And this is also the procedure as described in the bylaws? This all looks more like a (political?) city council election than a corporation election. (But as long as it is as mandated in the bylaws and articles of incorporation, who are we to disagree?) It does not allow for much organised member discussions. Quote Link to comment Share on other sites More sharing options...
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