Proposed changes to bylaws

[mmk]

The board of our organization recently undertook an update/revision of our bylaws. Our bylaws specifically require 10 days' written notice to all members in order to make any change in the bylaws; such changes must be approved at an annual or special meeting  and require a two-thirds vote of members present. At our recent annual meeting, a member rose to propose an amendment to a section of the proposed updated bylaws. When he was reminded of the requirement for 10 days' written notice, he produced a written opinion from another member who is an attorney (not present at the meeting) stating that such an amendment was allowed under Robert's Rules. After significant debate, this member succeeded in forcing a vote on his proposed amendment, which passed on a simple majority.  Later in the meeting, the updated bylaws, including this amended language, was approved by those present. The amendment had the effect of nullifying the revision of the section in question as proposed in writing to the entire membership - many of whom were not present. My question is whether this amendment should have been considered at all in light of the requirement for 10 days' written notice of any proposed bylaw change; and if not, whether it can be nullified for that reason.

[Joshua Katz]

9 minutes ago, mmk said:

Our bylaws specifically require 10 days' written notice to all members in order to make any change in the bylaws; such changes must be approved at an annual or special meeting  and require a two-thirds vote of members present.

 

9 minutes ago, mmk said:

At our recent annual meeting, a member rose to propose an amendment to a section of the proposed updated bylaws.

 

10 minutes ago, mmk said:

The amendment had the effect of nullifying the revision of the section in question as proposed in writing to the entire membership - many of whom were not present.

 

10 minutes ago, mmk said:

My question is whether this amendment should have been considered at all in light of the requirement for 10 days' written notice of any proposed bylaw change; and if not, whether it can be nullified for that reason.

Tell me more about these proposed updated bylaws. Are we talking about a series of amendments to the bylaws, or a bylaw revision? If the latter, then notice of a bylaw revision is notice that the entire bylaws stand open to amendment, and so an amendment to the proposed revision is in order, without worrying about scope of notice.

If, on the other hand, it was a series of amendments, and the amendment was to one of those amendments, then we'd need more details to determine if it was within the scope of notice.

Finally, if the latter, but it was a new amendment to the bylaws, not an amendment to a proposed amendment, then it was out of order, and is a continuing breach that may still be subject to a point of order.

[mmk]

Thank you for your response.

A board committee reviewed the bylaws (as is done about every ten years) to determine whether any articles or sections needed updates/revision.  We identified several areas of priority and proceeded to revise them.  After full board review, we presented the revisions to the membership for comment, made slight changes based on those comments and then distributed the final proposal to the membership in time for a vote at our annual meeting. We intend to repeat the review and revision process with areas of lesser priority in the coming months. I hope this answers your question fully.

Your response above seems to indicate that had we just introduced individual revisions as amendments, we might have been able to reject this member's attempt.  However, how does any of this pass muster when we have a standing article that requires 10 days' notice to all members for any change? About 20 percent of the members were not present for the annual meeting and had no advance notice of what this member did.

[Weldon Merritt]

11 minutes ago, mmk said:

Your response above seems to indicate that had we just introduced individual revisions as amendments, we might have been able to reject this member's attempt.  However, how does any of this pass muster when we have a standing article that requires 10 days' notice to all members for any change? About 20 percent of the members were not present for the annual meeting and had no advance notice of what this member did.

Your reference to "revisions" (plural), rather than "a revision" (singular) makes me wonder if you are using the term that same way that RONR does. So far as RONR is concerned, a revision is the substitution of a complete new set of bylaws to replace the old bylaws (even if some, or even a lot, of the provisions remain the same). So if notice was given for a revision, that amounts to notice that any or all provisions in the proposed new bylaws are open to amendment with no scope of notice restriction. But if the notice was for a series of individual amendments, then scope of notice does apply, and the amendment you are concerned about may have been beyond the scope, and therefore out of order.

In your original post, you said that the member who moved the amendment "succeeded in forcing a vote on his proposed amendment, which passed on a simple majority." So how was he able to "forc[e] a vote"? Did anyone raise a point of order, or did the assembly just acquiesce to the force of the member's argument? If there was a point of order, how did the chair rule? If the was a ruling by the chair, was the ruling appealed?

[Atul Kapur]

On 8/15/2021 at 11:11 AM, mmk said:

The amendment had the effect of nullifying the revision of the section in question as proposed in writing to the entire membership - many of whom were not present. My question is whether this amendment should have been considered at all in light of the requirement for 10 days' written notice of any proposed bylaw change; and if not, whether it can be nullified for that reason.

Would the members have had the right to defeat the revision of the section in question? (I assume yes). If so, then why would an amendment with the same effect be nullifiable? As long as the amendment was within the scope of notice of the amendment, and it seems that it was, no continuing breach occurred that would allow for it to be nullified.

There are provisions in RONR that an amendment that simply negates the motion is improper (12:22(2) but that does not appear to be the basis of your question and, in any case, it is too late to raise that particular objection now.

[Atul Kapur]

2 minutes ago, Weldon Merritt said:

But if the notice was for a series of individual amendments, then scope of notice does apply, and the amendment you are concerned about may have been beyond the scope, and therefore out of order.

I note, Weldon, that you were careful to say "may have been beyond the scope". My answer posted just seconds after yours assumes that it is within scope, mostly because of the OP's comment that

On 8/15/2021 at 11:11 AM, mmk said:

The amendment had the effect of nullifying the revision of the section in question

so restoration (or maintenance) of the status quo would likely be within scope.

[Weldon Merritt]

1 minute ago, Atul Kapur said:

so restoration (or maintenance) of the status quo would likely be within scope.

Yes, I agree.

[Joshua Katz]

3 hours ago, mmk said:

A board committee reviewed the bylaws (as is done about every ten years) to determine whether any articles or sections needed updates/revision.  We identified several areas of priority and proceeded to revise them.  After full board review, we presented the revisions to the membership for comment, made slight changes based on those comments and then distributed the final proposal to the membership in time for a vote at our annual meeting. We intend to repeat the review and revision process with areas of lesser priority in the coming months. I hope this answers your question fully.

 

I agree with Mr. Merritt that we are probably using this word differently. I suspect that what your organization was doing was what RONR describes as a series of amendments - that is, identifying portions of the bylaws you wish to change, and proposing changes to them. A revision, by contrast, means you are changing your entire bylaws.

In the case of an amendment, let's look at an example. Suppose the bylaws presently say "Dues shall be $20 per year." It is proposed to change this to "Dues shall be $30 per year." The action, of course, is striking out 20 and replacing it with 30. While that amendment is pending, a member moves to change the amendment by striking out 30 and replacing it with 25. If the secondary amendment were adopted, and the amendment were then adopted, the bylaws would now call for a $25 per year dues payment. Is this okay?

Yes. The members knew ahead of time that dues could go from 20 to 30. If they complete only a portion of that journey, stopping at 25, nothing has happened that people weren't warned about.

What if, instead, the member tries to strike out 30 and replace it with 40? That is not okay, as no one was warned about it.

What if the member wants to, instead, amend "per year" to "per month"? Then also no, because that is not an amendment to an amendment, it is a brand new amendment for which no notice was given.

What if he wants to strike "per year" and replace it with it "every 2 years"? Still no. Regardless of the content, a brand new amendment will not be in order, only a change to a previously noticed amendment.

So the question then is, which of these is your case like?

[mmk]

I believe our situation is covered by the scenario described immediately above by J. Katz -- and that the amendment was out of order.  (To answer a previous question -- a point of order WAS raised about whether the amendment could be considered.  The member who proposed it read an opinion from a member who is an attorney that said it was proper, and the chair did not  challenge that.)

To be specific, this matter pertains to the membership process.  Currently, membership can be either single or joint between spouses, with applicants required to meet several criteria such as  financial qualification before a vote by the board  In the past, if a single member became married or a non-member spouse wanted to become a member, the  "new" spouse needed to go through the same process. The proposed change to the bylaw would have allowed the couple to avoid the full process for the new/or newly added spouse. The couple could request spousal membership in writing, undergo a simple review and then go to the board for a vote.  The reasoning is that the spouse of a member in good standing is best welcomed rather than subjected to judgement and scrutiny. A member objected to this change; he stated there is nothing special about these spouses and they should undergo the full "investigation" as he termed it.  After lengthy discussion, the member's amendment to require the full application process for joining spouses passed on a heavily split vote.  My belief is that this was not within scope of what was presented to the full membership -- it is the opposite of what was proposed. Our membership did not have the proper notice for this change to what was distributed to them in advance of the vote. 

[Bruce Lages]

Based on your description above, it seems that what this member was proposing is that the simplified procedure for a spousal membership included in the noticed amendments should not be adopted, which would leave in place the more rigorous procedure in the current bylaws that this member believes is appropriate. What should have been proposed was an amendment that would strike out the section of the noticed proposal introducing the simplified procedure. There is no question that such an amendment to strike out would have been in order. But since the way the process played out produced the same result, I guess we can call it 'no harm, no foul' at this point. 

[mmk]

Thank you for your response.

[Atul Kapur]

As I suspected in earlier posts, it appears that the intent was simply to defeat the change to a new, simplified process and preserve the current system. 

This would best have been done by arguing against the proposed change.

[Joshua Katz]

I agree with my colleagues.