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Clarity requested on amending previously passed motion at next meeting


Guest Bob Smitherson

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Guest Bob Smitherson

I am pretty new to this and after reading several things attempting to get clarity, I wanted to see if anyone could give me a definitive answer.

Our board at our last meeting voted on and passed a motion to amend our bylaws.  This in turn would now require that this amended version of the bylaws be sent to the general membership of the association the board represents for ratification.  This has not yet occurred, as the proposed bylaw change has yet to be submitted to the members to vote on.

Now, the person who made the initial motion with the proposed bylaw change at the previous meeting has submitted to the board that he intends to move to modify that approved motion and change the terms of the proposed bylaw change at the next board meeting.  He has not stated what the change will be or any specifics beyond that he intends to move to have it amended.  He has mentioned some of the reasons he intends to move to change it (conversations with people, etc) but no specifics on how he will propose it be changed.

My questions are, I believe this is completely acceptable, but would this future upcoming motion require majority or super-majority vote to change the already approved existing motion (proposed bylaw change) before it is sent to the members?  Is notifying the board of your intent to alter the motion in some way enough or must you detail the proposed change in order for it to be considered advanced notice?  Finally, are there any other plain issues with this I am missing?  Thank you in advance.

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7 hours ago, Guest Bob Smitherson said:

My questions are, I believe this is completely acceptable, but would this future upcoming motion require majority or super-majority vote to change the already approved existing motion (proposed bylaw change) before it is sent to the members?  Is notifying the board of your intent to alter the motion in some way enough or must you detail the proposed change in order for it to be considered advanced notice?  Finally, are there any other plain issues with this I am missing?  Thank you in advance.

I think we need to know more about what the current bylaws say regarding the process for amending them.

In general, whenever previous notice is required, RONR (10:47) says: "Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice."

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Guest Bob Smitherson

The current bylaws simply require that the board approve any proposed change and then submit it to the membership to vote on and ratify.  They do not specify any detailed process for amending an approved motion at a meeting of the board of directors at a subsequent meeting of the board.  In this case, the motion was to change the composition of the board in the future, and the person who put forth the motion that was previously approved has now simply stated that after discussing the issue with some of the membership, he intends on amending his previously approved motion.  There is no more detail on how he intends to amend it.

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1 hour ago, Guest Bob Smitherson said:

The bylaw section reads:

 

The Bylaws will be reviewed each year and may be added to; amended, altered,or
repealed, and new Bylaws may be adopted, by a majority vote of the responding membership via electronic
voting.

This doesn't say anything about the board, and it does not provide a clear process for initiating or revoking a ballot.

But let's assume that the board has the authority to propose a bylaw amendment as well as to withdraw or modify such a proposal before it is sent out for a vote.

The vote required by RONR for a board to rescind or amend something previously adopted is any one of the following: (a) a majority vote with previous notice; (b) a 2/3 vote; or (c) the vote of a majority of the entire membership of the board.

As I said before, previous notice requires its purport to be stated accurately and completely. If no proper previous notice has been given, the motion can be adopted only by one of the other two vote thresholds.

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Guest Bob Smitherson

Thank you.  Yeah, everything the board does has seemed to be haphazard at times according judging by the bylaws.  It sounds like absent a clear description of what the proposed change will be, then just saying you plan on amending is not enough to constitute advance notice.

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4 hours ago, Guest Bob Smitherson said:

The bylaw section reads:

 

The Bylaws will be reviewed each year and may be added to; amended, altered,or
repealed, and new Bylaws may be adopted, by a majority vote of the responding membership via electronic
voting.

 

3 hours ago, Shmuel Gerber said:

As I said before, previous notice requires its purport to be stated accurately and completely. If no proper previous notice has been given, the motion can be adopted only by one of the other two vote thresholds.

But with the bylaw section quoted, is notice a requirement at all?

I start with your assumption, "let's assume that the board has the authority to propose a bylaw amendment." A motion at the board "to propose an amendment to the bylaws to add x" would, I assume, require no notice and a majority vote. Subsequently, as per the bylaws quoted, the proposal could be adopted, again without notice, "by a majority vote of the responding membership via electronic voting."

Is there a flaw in that logic?

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38 minutes ago, Atul Kapur said:

 

But with the bylaw section quoted, is notice a requirement at all?

I start with your assumption, "let's assume that the board has the authority to propose a bylaw amendment." A motion at the board "to propose an amendment to the bylaws to add x" would, I assume, require no notice and a majority vote. Subsequently, as per the bylaws quoted, the proposal could be adopted, again without notice, "by a majority vote of the responding membership via electronic voting."

Is there a flaw in that logic?

The question was about the board changing its proposal before it has been submitted to a vote of the membership.

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Guest Bob Smitherson

Yeah my main question here is that since the motion which was a proposed bylaw change has already been approved by the board but not yet submitted to the general membership for ratification, how specific must you be in notifying in advance you plan on proposing an amendment.  If the bylaw change that was approved by the board but not sent for ratification to the members was to increase the size of the board of directors, is saying that you plan on proposing an amendment to that motion at the next meeting enough or do you have to specify more detailed, for example my proposed amendment will further increase the board compared to the original motion or my proposed amendment will propose a decrease, etc?

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