Bylaw Amendments a Two Step

[Guest Paul Kitchen]

I have a question as to the validity of the two articles below. I believe these articles infringe on the rights 
of members not present when a proposed bylaw amendment is brought before an assembly. I feel this 
way because if the assembly voted not to procced to move the amendment to the next step, members
not present would have no idea that it was proposed. Any comments apricated.
Society 1.
ARTICLE VII-AMENDMENTS
Amendments to the bylaws may be introduced in two ways: FIRST is the Petition of voters described in 
Article VIII. SECOND is by a Committee member whose proposed amendment is supported by 75% of 
Committee members present. If the amendment passes either initial test, the chairperson is required to 
hold a special public meeting within 30 days. Prior to this public meeting the chairperson is required to 
place three ads all in different issues of the local paper announcing the public meeting. A vote of 75% is 
required for passage with no specified quorum.
ARTICLE VIII PETITION OF VOTERS
Voters at any time may request the chairperson to hold a special meeting to elect a new Committee, to 
amend the bylaws or adopt certain resolutions. The chairperson is required to hold the meeting in 
30days if he or she receives a petition from the vote bearing signatures of 5% or more of the registered 
voters of Floyd County.
Society 2.
ARTICLE VII ‐ AMENDMENTS These bylaws may be amended by the following procedure: 
• The proposed amendment(s) shall be presented in writing at any meeting of the Committee. Upon the 
affirmative vote of 2/3 of the voting members present, the Secretary shall electronically mail or surface 
mail a copy of the proposed amendment(s) to each voting member at his/her last known address at 
least ten (10) days prior to the next meeting.
• At the next meeting of the Committee, the proposed amendment(s)shall be considered and deemed 
adopted by the affirmative vote of 2/3 of the voting members present

[Shmuel Gerber]

On 1/11/2022 at 11:37 AM, Guest Paul Kitchen said:

I believe these articles infringe on the rights 
of members not present when a proposed bylaw amendment is brought before an assembly.

The bylaws can't infringe in the members' rights because the bylaws are what define the boundaries of those rights (unless there are some higher governing documents or laws that you haven't mentioned).

[Josh Martin]

On 1/11/2022 at 10:37 AM, Guest Paul Kitchen said:

I have a question as to the validity of the two articles below. I believe these articles infringe on the rights of members not present when a proposed bylaw amendment is brought before an assembly. I feel this way because if the assembly voted not to procced to move the amendment to the next step, members not present would have no idea that it was proposed. Any comments apricated.

The articles in question are valid unless they conflict with some even higher level rule. RONR specifically notes that the rules in the bylaws have direct bearing on the rights of members.

"Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." RONR (12th ed.) 2:2

"Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws.

The bylaws, by their nature, necessarily contain whatever limitations are placed on the powers of the assembly of a society (that is, the members attending a particular one of its meetings) with respect to the society as a whole. Similarly, the provisions of the bylaws have direct bearing on the rights of members within the organization—whether present or absent from the assembly." RONR (12th ed.) 2:12-13