last minute change to proposed bylaw amendment

[Steffco]

I read through quite a bit of the FAQ and previous post but did not see my question.

We are looking to amend our bylaws and have had a special committee as well as our Executive committee work through the issue and come up with some proposed amendments.

We sent notice out 30 days early of a special meeting to adopt the the proposed changes and a copy of those proposed changes as required by our current bylaws.

As part of the notice of the proposed changes and vote I stated that due to the 30 day rule that this vote would be a simple up or down vote of the proposal and discussion of the changes should be brief and then provided a way for members to try and get answers to their questions regarding the changes prior to the meeting. 

We have a member of our organization that has issue with one of the proposals and insist that under RONR the proposal can be amended at the special meeting prior to the vote.

I'm under the impression that the 30 day rule would prohibit last minute amendments to the proposed bylaw amendment.

Our bylaws state that" meetings are to be held in a professional businesslike manner and be conducted in a fashion utilizing the approved bylaws and current addition of RONR in all cases not provided for in the organizations documents.

Whos correct?

 

Thanks for you time, I've learned a lot on your forum.

 

 

 

 

[Joshua Katz]

5 minutes ago, Steffco said:

We sent notice out 30 days early of a special meeting to adopt the the proposed changes and a copy of those proposed changes as required by our current bylaws.

 

Well, I think we could be more helpful if we knew what this 30 day rule said. What, exactly, is the rule in your bylaws?

But, in general, here is some guidance. Under the rules in RONR, a motion that requires notice may be amended within the scope of notice. (Similarly, a motion that does not require notice, but whose adoption is made easier with notice, may be amended within the scope of notice without becoming harder to pass.) What is the scope of notice? It is things that people receiving the notice would have fair notice of. So, for instance, suppose you have no dues, and you propose to institute dues at $30/month. Someone moves to amend to $5/month. That is within the scope of notice, since someone who knew this meeting might impose a cost of $30 also knew it might impose a cost of $5. But if someone moves to amend it to $50/month, that is outside the scope of notice.

[Steffco]

Our bylaws state.

The bylaws may be amended by 2/3 vote of the members present and voting at any meeting of the membership for which notice has been given.

Notice must be given at least 30 days prior to the date of the meeting and include date time and location.

Proposed amendments to the bylaws shall be distributed at least 30 days prior to the meeting.

[Atul Kapur]

Reading the excerpt that you have provided, I agree with Mr. Katz. Amendments that are within the scope of notice are allowed at the meeting.

The boundaries of the "scope of notice" are your current situation at one end and what has been proposed at the other.

For example, if you currently have an executive board of 18 and the proposed amendment is to bring that down to 11, then at the meeting a member can propose to amend that to any number between 12 and 17. An amendment to increase the size of the board would be out of order as would an amendment to decrease the size of the board to 10 or fewer members.

 

[Richard Brown]

Agreeing with Mr. Katz and Dr. Kapur.... not that my input is even necessary.... amendments to the proposed bylaw amendments must be permitted at the meeting.  In addition, you cannot force the membership to give the  proposed bylaw amendments an "up or down vote" without the opportunity to propose amendments.   You are misinterpreting the 30 day notice requirement.  The member who is insisting that the proposed amendments can be themselves amended at the meeting is correct, but within the limitations explained by Mr. Katz and Dr. Kapur.

[Steffco]

The specific proposal that I'm concerned with involves the elimination of nominations from the floor for elected officer positions.

Our current bylaws allow nominations from the floor. What we are proposing is that you must make your intent to run for an elected position known to our nominating committee at least 98 hours before the election. Our nominating committee will then notify the membership at least 48 hours before the election meeting of all persons desiring election to office.

[Joshua Katz]

As an example, it would be within the scope of notice, I think, to amend this to increase the 98 hours, but not to decrease it. 

[Steffco]

Dr. Kapur and Mr. Katz opinions seem to differ here.

Dr. Kapur states "The boundaries of the "scope of notice" are your current situation at one end and what has been proposed at the other."

MR. Katz says "As an example, it would be within the scope of notice, I think, to amend this to increase the 98 hours, but not to decrease it. "

So our current situation is to allow no notice nominations and our proposed position is to require 98 hours advance notice.

So should a amendment to our proposed bylaws amendments to not limit nominations from the floor be allowed iaw our current bylaws.

The intent of our bylaws committee was to try and make elections as transparent and fair as possible.

[Richard Brown]

1 hour ago, Joshua Katz said:

As an example, it would be within the scope of notice, I think, to amend this to increase the 98 hours, but not to decrease it. 

How do you figure that?  The current bylaws do not require any notice at all.   Candidates may be nominated from the floor or written in without notice.  The proposed rule will require 98 hours notice in order to be nominated from the floor.   I'm not sure if it would prohibit write-in candidates.

It seems to me that an amendment to require notice of intent to run anywhere between the current no-notice rule and the proposed 98 hour rule would be in order, but anything longer than 98 hours would exceed the scope of notice and not be in order.  Am I missing something?

@Steffco, I''m curious:  How (and why) did you come up with a 98 hour requirement?  Why not 96 hours, which is exactly four days?  Did someone miscalculate how many hours are in 4 days? You can use whatever number you want, but I'm curious as to why 98 hours.  That's four days and two hours.

Edited to add:  @Steffco, you might want to consider whether to prohibit write-in candidates or possibly making the proposed 98 hour rule a requirement (a qualification) to be elected either by nomination from the floor or as a write-in candidate.   I'm not making a recommendation either way, just pointing out that someone can apparently still run as a write-in candidate and be elected without regard to the 98 hour rule.

Edited May 9, 2021 at 06:45 PM by Richard Brown
Added last paragraph

[Bruce Lages]

 I hope that Mr. Katz meant to say "decrease the 98 hours, but not increase it."  That's the way I would interpret the application of scope of notice in your case. You currently have possibly zero hours before the election, if you take nominations from the floor at the election meeting, and your proposal is to require 98 hours advance notice of nomination. Based on that, it would seem that anything between zero and 98 will fall within the scope of notice. The 48 hour notice to the membership may also be amended within the scope of notice, but it will be necessary to coordinate any changes to these two time periods so that an amendment to the first doesn't make it impossible to achieve the second.

[Joshua Katz]

3 minutes ago, Bruce Lages said:

I hope that Mr. Katz meant to say "decrease the 98 hours, but not increase it." 

Ugh. I misread the situation.

Yes, I agree, it would be within scope of notice to increase the time but not decrease it.

[Bruce Lages]

29 minutes ago, Joshua Katz said:

Ugh. I misread the situation.

Yes, I agree, it would be within scope of notice to increase the time but not decrease it.

Say what?

[Richard Brown]

@Joshua KatzI think you still don't have it right.  You think it's ok to increase it beyond the proposed 98 hours but not to decrease it to somewhere between 0 and 98 hours?

Edited May 9, 2021 at 07:30 PM by Richard Brown
Added last part of the sentence about not decreasing the time

[Steffco]

The 98 hours was a typo that went out with the final draft to the membership. It was to be 96 but 98 will work. 

After reading your comments I will update our website to reflect that amendments to our proposed by law update will be allowed as long as they are within the scope of what is currently written and what we propose.

I wish I would have scheduled more than 20 mins for this bylaw vote prior to our regular meeting. Oh well ya live and ya learn.

[Richard Brown]

15 minutes ago, Steffco said:

The 98 hours was a typo that went out with the final draft to the membership. It was to be 96 but 98 will work.

When it is up  for consideration you can propose to amend it to 96 hours and state that the 98 hour figure was a simple miscalculation.  Or you can leave it alone.  That amendment could likely be done by unanimous consent if there is no objection.

18 minutes ago, Steffco said:

I wish I would have scheduled more than 20 mins for this bylaw vote prior to our regular meeting. Oh well ya live and ya learn

The time can always be extended.

20 minutes ago, Steffco said:

After reading your comments I will update our website to reflect that amendments to our proposed by law update will be allowed as long as they are within the scope of what is currently written and what we propose.

If the website currently says that no amendments will be permitted, then the change you plan is probably a good idea.

[Joshua Katz]

3 hours ago, Bruce Lages said:

Say what?

I give up. Apparently, I am never going to make my fingers type this correctly. OP, listen to the others. As Scalia might suggest, I will go hide my head in a bag.