Notice of Bylaw Amendments to Board

[Mr. Coffee]

The bylaw article on Amendments reads, "These bylaws may be amended at the Annual Meeting by a two-thirds vote of the membership present and voting provided that notice of the proposed change has been provided to the Executive Board at least 60 days prior to the Annual meeting and the members notified of the proposed change at least 30 days prior to the Annual Meeting."

Can the board waive the 60 day notice to itself? If so, can it be by majority vote or would it need to be unanimous? 

Thanks.

 

 

[Rob Elsman]

It is your rule; you tell us. 😐

[Mr. Coffee]

As their parliamentarian, my answer would be that to them? 

[Atul Kapur]

Board waiving is a suspension of a rule in the bylaws. So, is that rule "in the nature of a rule of order" (itnoaroo)? I'm leaning towards "No," as it is about notice.

If it is itnoaroo, then I would say it requires unanimous consent of every member of the board.

[Dan Honemann]

On 5/26/2022 at 4:20 PM, Todd Crowder said:

The bylaw article on Amendments reads, "These bylaws may be amended at the Annual Meeting by a two-thirds vote of the membership present and voting provided that notice of the proposed change has been provided to the Executive Board at least 60 days prior to the Annual meeting and the members notified of the proposed change at least 30 days prior to the Annual Meeting."

Can the board waive the 60 day notice to itself? If so, can it be by majority vote or would it need to be unanimous? 

Thanks.

 

 

One would assume that your bylaws give some indication as to the role which your Board plays in the bylaw amendment process. What is it?

[Mr. Coffee]

One would think so, but there is not one, unless it was meant to be assumed that the board issued the notice. 

[Gary Novosielski]

On 5/26/2022 at 4:20 PM, Todd Crowder said:

The bylaw article on Amendments reads, "These bylaws may be amended at the Annual Meeting by a two-thirds vote of the membership present and voting provided that notice of the proposed change has been provided to the Executive Board at least 60 days prior to the Annual meeting and the members notified of the proposed change at least 30 days prior to the Annual Meeting."

Can the board waive the 60 day notice to itself? If so, can it be by majority vote or would it need to be unanimous? 

Thanks.

I'm at a loss to understand what purpose that notice to the Board is supposed to serve.  Is there some other indication somewhere in the bylaws that the Board has any power to approve or disapprove of the amendment?  If not, I have to wonder what the notice is supposed to accomplish.

But if it's in the bylaws, and since it is a rule regarding notice, I think such a waiver would have to be agreed to by every member of the board.

[Josh Martin]

On 5/26/2022 at 5:23 PM, Atul Kapur said:

Board waiving is a suspension of a rule in the bylaws. So, is that rule "in the nature of a rule of order" (itnoaroo)? I'm leaning towards "No," as it is about notice.

On 5/27/2022 at 1:46 AM, Gary Novosielski said:

But if it's in the bylaws, and since it is a rule regarding notice, I think such a waiver would have to be agreed to by every member of the board.

If the board plays no role in the amendment process, I'm not sure this should be viewed as a requirement for notice in the ordinary sense. This seems to me to be more of a courtesy to the board than a true notice requirement. Alternately, it may be the intent of the requirement is to ensure the board (or the specific officers responsible for this) has sufficient time to send the notice to the membership. In either case, it seems to me that failing to meet such a requirement will not affect the validity of a proposed amendment to the bylaws, so long as the notice requirement for the membership is met.

In the long run, it would seem advisable for the organization to remove this rule.

Edited May 27, 2022 at 10:57 AM by Josh Martin

[Shmuel Gerber]

I think it may be helpful to start with the premise (which is true) that rules in the bylaws may not be suspended unless the bylaws provide for such suspension or the rule is in the nature of a rule of order that could otherwise be suspended.

Even if the assembly deemed this rule as one that could be suspended, that doesn't mean the board or its members have any say in the matter. The analogy that comes to mind is a bylaws provision that sets the quorum requirement for the board; the board members cannot waive that requirement. These bylaws require that an amendment cannot be adopted unless the board has been notified of it; the board has not been given any right to waive this requirement.

[Gary Novosielski]

On 5/27/2022 at 6:56 AM, Josh Martin said:

If the board plays no role in the amendment process, I'm not sure this should be viewed as a requirement for notice in the ordinary sense. This seems to me to be more of a courtesy to the board than a true notice requirement.

That was my original take on this, since, apart from being notified, the board seems to have no further role.  The only thing that causes me to call it notice is the bylaw provision "that notice of the proposed change [must be] provided to the Executive Board". (emphasis added).  Short of a ruling that this is absurd, which I would support, I see no way to simply ignore it.

[Gary Novosielski]

On 5/27/2022 at 1:59 PM, Shmuel Gerber said:

These bylaws require that an amendment cannot be adopted unless the board has been notified of it; the board has not been given any right to waive this requirement.

I think that since the requirement confers upon the board the right to be informed, the board may waive its right.  If the bylaw in question was a limitation on board action, then the board certainly could not waive it.  The notice requirement was protecting the rights of the board. A separate and distinct notice requirement applied to the membership, and the board could certainly not waive that one.

Suppose the board received no notice, and simply decided not to make an issue of it?  What rule would they be breaking?  Are they required to raise a Point of Order?  And how can they even raise one at a membership meeting, since they, as a board, are not even present?  Would a random member at the membership meeting have "standing" to raise a point of order that affected the rights of the board?

I'm talking myself into thinking that the Point of Order that should be raised is one seeking to have that bylaws requirement declared an unenforceable absurdity.  (And that the bylaws should be amended to remove it.)

 

 

[Mr. Coffee]

Thank you all for the thoughtful analyses. 

[Dan Honemann]

On 5/28/2022 at 3:00 PM, Todd Crowder said:

Thank you all for the thoughtful analyses. 

As Mr. Gerber has noted, the answer to your question is no, the board cannot waive the 60 day notice requirement.  But is that all that you really wanted to know?  🙂

 

[Mr. Coffee]

Yes. Until next time. Thanks very much.