Changing bylaws, can that rescind a previous decision?

[John A]

For background, our current bylaws specify the following process for changing the annual dues (let me know if more specific detail is required).

• Board recommends the amount of annual dues and a justification for the dues
• Proposal is sent to the membership prior to the annual business meeting where it is discussed
• Entire membership is sent a summary of the proposal and comments from the business meeting, and then votes (electronically) on the proposal

That is the only dues process specified in our governance. About 10 years ago, The Board made a proposal to have an annual increase of 3% going forward. From what I've read, that motion and decision was valid and in the absence of another proposal from the Board, dues have been increasing 3% annually since the affirmative vote.

Fast forward several years and some newer members that were not involved in that previous decision want to force the Board to occasionally make a new proposal (and justification) for member approval. They are proposing adding the following text to the bylaw describing the dues process.

• Dues may not automatically increase for more than 7 years between membership approvals.

My committee is charged with making a recommendation on the proposed bylaw amendment, particularly the consequences. We're still working on getting the wording just right, but the intention of the group is to force the Board to come back to the membership at least every 7 years or have the dues stay level. Another one of their intentions was to force the current stream of 3% increases to stop.

It is clear to us that the proposed amendment would force any new dues proposals to be limited to 7 years. However, there is some disagreement about whether adding this to the bylaw would force the current stream of 3% increases to stop and/or force the Board to make another dues proposal. I think that the only way to force the current increases to stop would be to rescind the previous decision of the membership. According to RONR 35:6(b), the membership can't rescind prior dues increases, but they can rescind future increases. That would force the Board to make another dues proposal. Then, if the bylaw was amended, that new proposal would be limited to 7 years.

Am I interpreting this correctly? Thanks in advance.

[Atul Kapur]

Much depends on the exact wording of your current bylaws and the proposed amendment. It is even possible that the "automatic" 3% increases are not authorized and that the Board needs approval each year for any increase. 

But, generally speaking, if the bylaws are amended in such a way as to limit or prohibit "automatic" increases, that would apply to automatic increases that are in effect before the bylaw was changed. So, for example, if someone proposes a bylaw amendment saying that any increase has to be approved each year, then the automatic 3% increases would end once the amendment is adopted. The original motion would not need to be rescinded separately.

[John A]

13 minutes ago, Atul Kapur said:

Much depends on the exact wording of your current bylaws and the proposed amendment. It is even possible that the "automatic" 3% increases are not authorized and that the Board needs approval each year for any increase. 

But, generally speaking, if the bylaws are amended in such a way as to limit or prohibit "automatic" increases, that would apply to automatic increases that are in effect before the bylaw was changed. So, for example, if someone proposes a bylaw amendment saying that any increase has to be approved each year, then the automatic 3% increases would end once the amendment is adopted. The original motion would not need to be rescinded separately.

Partly based on the spirited discussion from a couple of years ago (my question in this forum regarding the 3% increase), our group made the decision that the 3% annual increase was proper. Not everyone in that forum discussion agreed, but our committee interpreted that the "dues change" was from a flat amount to a 3% increase per year, and because the bylaws only required approval of the dues change, the current annual increase is compliant with our governance.

I see your point about being careful about how the amendment is crafted and will take that into consideration, thanks.