election rules

[JCM]

My non-profit organization's bylaws stipulate that the membership elects the board of directors, and the newly elected board elects the officers at their first meeting.  Over the years this stipulation has been mostly ignored:  at election time the membership has voted on officers as well as directors-at-large.  In order to bring practice in line with the bylaws, can the board pass a motion to amend just this election stipulation in the bylaws?  Or do we need the 2/3 majority of the membership to approve such a change?

 

[Joshua Katz]

What do your bylaws say about their own amendment? If nothing, then it takes a 2/3 vote of the membership with notice, or a majority of the entire membership without.

[Guest Puzzling]

49 minutes ago, JCM said:

In order to bring practice in line with the bylaws, can the board pass a motion to amend just this election stipulation in the bylaws?  

No, it needs a bylaws amendment.

You can argue that the members advice the board to select some board members  to some officer position. But the board does not have to follow  this advice . 

[Richard Brown]

1 hour ago, JCM said:

My non-profit organization's bylaws stipulate that the membership elects the board of directors, and the newly elected board elects the officers at their first meeting.  Over the years this stipulation has been mostly ignored:  at election time the membership has voted on officers as well as directors-at-large.  In order to bring practice in line with the bylaws, can the board pass a motion to amend just this election stipulation in the bylaws?  Or do we need the 2/3 majority of the membership to approve such a change?

 

If I understand the situation and your question correctly,  if it is desired that the bylaws be changed so as to direct that officers be elected in some manner other than what the bylaws currently require, it it necessary to formally amend the bylaws by following the procedure for amending them that the bylaws themselves provide.  As Mr. Katz stated in his response above, if your bylaws are silent as to how to amend them, RONR requires both previous notice of the proposed amendment and a two thirds vote of the membership.  Note that such a provision does not require the vote of two thirds of the entire membership to adopt an amendment, bur rather a two-thirds vote of those members present and voting.  I cannot tell from your post what your bylaws require.  The EXACT language as used in your bylaws will determine just what vote is required.

[JCM]

Regarding amendment, our bylaws state:  "The bylaws may be amended by a resolution receiving the affirmative vote of not less than 2/3 of the directors following written notice of not less than ten days setting forth the proposed amendment."

 

[Richard Brown]

4 minutes ago, JCM said:

Regarding amendment, our bylaws state:  "The bylaws may be amended by a resolution receiving the affirmative vote of not less than 2/3 of the directors following written notice of not less than ten days setting forth the proposed amendment."

 

Based on the quote above, it seems that your board, rather than your membership, has the power to amend the bylaws.  I would check the bylaws carefully (and your articles of incorporation if you are incorporated) to make sure there is not another provision also giving the membership the power to amend the bylaws.

I interpret the quoted language regarding the vote required as requiring the affirmative vote of two-thirds of the entire board of directors.  If, for example, your board is comprised of 12 directors, it would require the affirmative vote of eight of them to adopt the bylaws change, regardless of how many are actually present or abstain.

[JCM]

I just checked the Articles of Incorporation:  there is no provision for amending bylaws.

So my understanding is that our board of directors does have the power to write and pass a bylaws resolution to align our bylaws with our organization's practice.  Thank you for your help.

[Gary Novosielski]

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Edited February 23, 2021 at 01:56 AM by Gary Novosielski
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