Small Boards Amending Bylaws

[Tomm]

 

Am I reading 56:50 correctly?

In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

Is the 2/3rd's with previous notice and the majority of the entire member both acceptable to pass an amendment to a bylaw?

If only 6 members showed up which would constitute a quorum as well as a majority of the entire membership, you would still require only 5 votes to amend the bylaw?

[Shmuel Gerber]

On 2/8/2022 at 7:39 PM, Tomm said:

 

Am I reading 56:50 correctly?

In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

Is the 2/3rd's with previous notice and the majority of the entire member both acceptable to pass an amendment to a bylaw?

If only 6 members showed up which would constitute a quorum as well as a majority of the entire membership, you would still require only 5 votes to amend the bylaw?

What do the bylaws say about the board's ability to amend the bylaws?

[Atul Kapur]

Well, it depends on whether your bylaws are actually silent on the vote and notice required to amend the bylaws.

RONR does not give a board the authority to amend the bylaws. So it's important not to mix the requirements of the bylaws and RONR.

If the bylaws are truly silent, then a majority of the entire membership of the organization can amend the bylaws.

[Tomm]

The Articles of Incorporation does give the board of directors the ability to amend, modify, revise or revoke the bylaws.

The only requirement of previous notice is specified in the bylaws for Membership meetings and not board meetings. 10 days for bylaws, 30 days for Articles of Incorporation.

Meetings of the board specify that an agenda must be posted 7 days before a board meeting but that the agenda can also be amended. Nothing about previous notice of a bylaw change and since the bylaw states that the agenda can be amended, I assume you can present a new bylaw amendment under new business where no previous notice was given. Seems to me that the requirement of 7 days in this bylaw is only for the posting of the agenda and not for any motions. Besides, the agenda isn't finalized until its voted on for approval?

[Josh Martin]

On 2/8/2022 at 6:39 PM, Tomm said:

Am I reading 56:50 correctly?

In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

Is the 2/3rd's with previous notice and the majority of the entire member both acceptable to pass an amendment to a bylaw?

If only 6 members showed up which would constitute a quorum as well as a majority of the entire membership, you would still require only 5 votes to amend the bylaw?

The rule in question has no applicability to your organization because your bylaws have their own rules for their amendment.

"If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined in 10:44) has been given, or they can be amended by the vote of a majority of the entire membership." RONR (12th ed.) 56:50

Further, the rule in question would require a vote by the general membership, not the board (unless the organization has no general membership).

With that said, you do understand correctly that in the situation where an organization's bylaws have no provision for their amendment (which is not advisable), the bylaws may be amended by either 1) a 2/3 vote with previous notice OR 2) a vote of a majority of the entire membership (without notice). If for some reason the entire membership is only nine members, it is correct that five votes would be sufficient.

Because your organization has its own rules for amending the bylaws, however, those rules are what must be followed. You can ignore what is said in 56:50.

On 2/8/2022 at 7:07 PM, Tomm said:

The Articles of Incorporation does give the board of directors the ability to amend, modify, revise or revoke the bylaws.

The only requirement of previous notice is specified in the bylaws for Membership meetings and not board meetings. 10 days for bylaws, 30 days for Articles of Incorporation.

Meetings of the board specify that an agenda must be posted 7 days before a board meeting but that the agenda can also be amended. Nothing about previous notice of a bylaw change and since the bylaw states that the agenda can be amended, I assume you can present a new bylaw amendment under new business where no previous notice was given. Seems to me that the requirement of 7 days in this bylaw is only for the posting of the agenda and not for any motions. Besides, the agenda isn't finalized until its voted on for approval?

If the bylaws (or articles) contain rules authorizing the board to amend the bylaws, but those rules do not require previous notice, then previous notice is not required. Based only upon a paraphrase, I don't think I feel confident saying any more than that.

Tomm, based upon the many questions you have posted about your organization's rules, I would strongly advise you to seek out a professional parliamentarian and/or an attorney who can take the time to review your organization's governing documents in their entirety and assist you with the many concerns you have regarding your organization's rules and procedures. I don't think you are well served by us attempting to resolve these questions on piecemeal basis.

This forum is intended for general questions regarding parliamentary procedure (and indeed, is intended for questions about RONR, not an organization's bylaws). Attempting to conduct a comprehensive review of an organization's governing documents (which it seems you may need) is beyond this forum's capabilities. This forum is not intended to be, and cannot be, a substitute for professional assistance.

The National Association of Parliamentarians and the American Institute of Parliamentarians provide referral services. 

https://www.parliamentarians.org/prp-search/

https://aipparl.org/find-a-parliamentarian/

Edited February 9, 2022 at 04:25 PM by Josh Martin

[Tomm]

On 2/9/2022 at 9:17 AM, Josh Martin said:

Tomm, based upon the many questions you have posted about your organization's rules, I would strongly advise you to seek out a professional parliamentarian and/or an attorney who can take the time to review your organization's governing documents in their entirety and assist you with the many concerns you have regarding your organization's rules and procedures. I don't think you are well served by us attempting to resolve these questions on piecemeal basis.

Understood.

But the question I originally had wasn't really answered. Every response seems to state the vote is based on an "either or," The bylaws may be amended by either 1) a 2/3 vote with previous notice OR 2) a vote of a majority of the entire membership (without notice).

Forgetting about any other requirement for the moment, the question was:

Question: In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

Thanks

One last comment please. Admittedly, I have great difficulty understanding many issues because I thought the rule was that if it's not specified in the Bylaws and there's a rule for it in RONR, then RONR sets the requirement? If nothing is mentioned in the Bylaws regarding previous notice or the required vote to amend a Bylaw (majority or 2/3rd's) then I would look and assume RONR had the answer or else, if what your saying is true and nothing is specified in the Bylaws why couldn't or wouldn't you simply be allowed to amend a Bylaw on the spot with a majority vote? 

What am I missing? 

[Dan Honemann]

On 2/9/2022 at 12:04 PM, Tomm said:

Question: In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

If the bylaws authorize this small board of 9 members to amend the bylaws, and

If the bylaws (or other governing instrument) do not contain any provision to the contrary, then yes, a bylaw can be amended with a vote of 5 in favor, regardless of whether or not previous notice has been given.

[Josh Martin]

On 2/9/2022 at 11:04 AM, Tomm said:

Understood.

But the question I originally had wasn't really answered. Every response seems to state the vote is based on an "either or," The bylaws may be amended by either 1) a 2/3 vote with previous notice OR 2) a vote of a majority of the entire membership (without notice).

Forgetting about any other requirement for the moment, the question was:

Question: In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? 

Yes, I should have said that if the bylaws are silent regarding their amendment the bylaws may be amended by either 1) a 2/3 vote with notice or 2) a vote of a majority of the entire membership with or without notice.

It bears repeating that, if the bylaws are silent regarding their amendment, the authority to amend the bylaws rests with the general membership (unless there is no general membership).

If the organization's bylaws contain their own rules regarding their amendment, then those rules are followed instead.

On 2/9/2022 at 11:04 AM, Tomm said:

Admittedly, I have great difficulty understanding many issues because I thought the rule was that if it's not specified in the Bylaws and there's a rule for it in RONR, then RONR sets the requirement?

The rule in question reads as follows:

"If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined in 10:44) has been given, or they can be amended by the vote of a majority of the entire membership." RONR (12th ed.) 56:50

That is, the rule in question is applicable only if the bylaws contain no provisions regarding their amendment. If the bylaws contain provisions for their amendment, then those provisions are followed.

On 2/9/2022 at 11:04 AM, Tomm said:

If nothing is mentioned in the Bylaws regarding previous notice or the required vote to amend a Bylaw (majority or 2/3rd's) then I would look and assume RONR had the answer or else, if what your saying is true and nothing is specified in the Bylaws why couldn't or wouldn't you simply be allowed to amend a Bylaw on the spot with a majority vote? 

If an organization's bylaws contain no provisions for their amendment, the rule stated above is followed.

If an organization's bylaws contain provisions for their amendment, however, those rules contain no requirement for previous notice, then previous notice is not required.

Similarly, if an organization's bylaws contain provisions for their amendment, however, those rules do not specify the vote required, a majority vote is sufficient.

It should be noted that what is said in RONR is really intended as a "fallback" provision in the unfortunate scenario that an organization fails to adopt its own rules on the subject. As RONR notes:

"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two-thirds vote." RONR (12th ed.) 56:50, emphasis added

An organization should always adopt its own rules for amending the bylaws. RONR advises that these rules should require, at a minimum, previous notice and a two-thirds vote. Ultimately, however, it is up to the organization to determine such rules for itself.

Edited February 9, 2022 at 08:05 PM by Josh Martin

[Shmuel Gerber]

On 2/9/2022 at 3:02 PM, Josh Martin said:

If an organization's bylaws contain provisions for their amendment, however, those rules contain no requirement for previous notice, then previous notice is not required.

Similarly, if an organization's bylaws contain provisions for their amendment, however, those rules do not specify the vote required, a majority vote is sufficient.

I don't think it is clear-cut as that; otherwise your answer would not differ so greatly from the one given by Mr. Honemann earlier in this topic.

If the bylaws contain some provision regarding their amendment but don't say what notice and vote are required, then the question remains what those requirements are. I think Tomm is correct to look to RONR for those requirements, and specifically to look at the requirements for a motion to amend the bylaws rather than just motions in general. I'm not sure what your basis is for saying that an ordinary majority vote without previous notice is sufficient when the bylaws require neither a majority vote nor any other specific vote.

The wording in 57:1 is perhaps more on point in such a case than in other places in the book: "Special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected"

Of course there may be bylaws that are worded in a way that strongly implies a majority vote would be sufficient, but I'm discussing this in terms of general rules.

A similar discussion arose in this topic: https://robertsrules.forumflash.com/topic/36268-motion-to-amend-bylaws/

[Atul Kapur]

On 2/9/2022 at 4:06 PM, Shmuel Gerber said:

The wording in 57:1 is perhaps more on point in such a case than in other places in the book: "Special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected"

What vote do you believe is required if the bylaws specify the requirement for previous notice but are silent regarding the vote required?

That is, does the default provision of 57:1 ("notice and a two-thirds vote") apply as a unit and only if the bylaws are silent on both or are the two parts separate and one part applies if the bylaws are silent on one but not the other?
I lean towards the former, so my answer to the question above would be a majority vote.

[Shmuel Gerber]

On 2/9/2022 at 7:11 PM, Atul Kapur said:

What vote do you believe is required if the bylaws specify the requirement for previous notice but are silent regarding the vote required?

That is, does the default provision of 57:1 ("notice and a two-thirds vote") apply as a unit and only if the bylaws are silent on both or are the two parts separate and one part applies if the bylaws are silent on one but not the other?
I lean towards the former, so my answer to the question above would be a majority vote.

It's difficult to answer such questions in the abstract, and I agree that the case for a majority vote is a bit stronger where the bylaws say something like "These bylaws may be amended at any regular meeting, provided that the amendment has been submitted in writing at the previous meeting," where the drafters evidently expressed a requirement as to what procedure is necessary for the adoption of a bylaw amendment and omitted any special voting threshold. As opposed to the situation in this topic, where the bylaws simply say something such as "The board shall have power to adopt amendments to the bylaws," providing no requirements at all as to either notice or the vote. (I'm making up my own example of the wording because it has not been provided in this topic by the OP.)

I should add that I don't want to give the impression that @Josh Martin's interpretation is unreasonable or clearly erroneous. I said, "I'm not sure what your basis is for saying that an ordinary majority vote without previous notice is sufficient when the bylaws require neither a majority vote nor any other specific vote," but presumably he was relying on the rule that "the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote" (44:1). So if you interpret the rules in RONR regarding the vote and notice requirements for bylaw amendment to be completely inapplicable unless "the bylaws contain no provision for their amendment", then what is left is the ordinary majority vote requirement without any previous notice needed.

I find that conclusion unsatisfactory because that would leave RONR in the position of not specifying any vote requirement at all in the case of a motion to Amend Something Previously Adopted in an assembly as applied to bylaws (35:2(7)) that contain some provision relating to their amendment but do not give any notice or vote requirement. But I suppose that is the authorship team's problem and not Mr. Martin's. 🙂 

[Atul Kapur]

On 2/9/2022 at 8:28 PM, Shmuel Gerber said:

It's difficult to answer such questions in the abstract, and I agree that the case for a majority vote is a bit stronger where the bylaws say something like "These bylaws may be amended at any regular meeting, provided that the amendment has been submitted in writing at the previous meeting," where the drafters evidently expressed a requirement as to what procedure is necessary for the adoption of a bylaw amendment and omitted any special voting threshold.

I'm glad you agree; that is almost exactly the wording and situation I was alluding to in the situation that I am dealing with and managed to shoehorn into this thread.