Approving a Bylaw Revision

[Tomm]

Our organization has established an Ad Hoc committee and is currently reviewing and revising the Bylaws.

The Articles of Incorporation allow the Bylaws to be amended by the Board of Directors alone.

Our quorum requirement for a Membership meeting is so high that it was only last year when we were able to hold our Annual Membership Meeting after 12 years! 

Question: Once the committee has the Bylaws in their final draft can the Board call a Special Meeting of the Members to consider them seriatim, and even though a quorum may not have been established, be allowed to vote, debate and approve the proposed changes? And once the Member's are satisfied with the newly revised Bylaws can the final approval be provided by the Board?

The Concern: There are many Members who want to have an opportunity to review the revision but probably not enough to achieve a quorum at a Special Meeting. 

It seems to me that because the Board can amend the Bylaws on their own it's the best of both worlds to allow those interested Members to have their opportunity to be involved, and the final draft can be approved by the Board on their own?

Many Members are concerned that the revised Bylaws will be submitted to the Lawyer's before they have an opportunity to review them?

Is this do-able in the manner I proposed?

Any suggestions?

 

 

[Josh Martin]

On 8/31/2022 at 5:07 PM, Tomm said:

Our organization has established an Ad Hoc committee and is currently reviewing and revising the Bylaws.

The Articles of Incorporation allow the Bylaws to be amended by the Board of Directors alone.

Our quorum requirement for a Membership meeting is so high that it was only last year when we were able to hold our Annual Membership Meeting after 12 years! 

Question: Once the committee has the Bylaws in their final draft can the Board call a Special Meeting of the Members to consider them seriatim, and even though a quorum may not have been established, be allowed to vote, debate and approve the proposed changes? And once the Member's are satisfied with the newly revised Bylaws can the final approval be provided by the Board?

The Concern: There are many Members who want to have an opportunity to review the revision but probably not enough to achieve a quorum at a Special Meeting. 

It seems to me that because the Board can amend the Bylaws on their own it's the best of both worlds to allow those interested Members to have their opportunity to be involved, and the final draft can be approved by the Board on their own?

Many Members are concerned that the revised Bylaws will be submitted to the Lawyer's before they have an opportunity to review them?

Is this do-able in the manner I proposed?

Any suggestions?

If a quorum is not present for a meeting of the general membership, then the membership cannot conduct business. So no, if a quorum is not present, the membership cannot "vote, debate and approve the proposed changes."

I suppose a potential alternative course of action would be for the membership meeting to adjourn, and then for the persons present to take one of the following courses of action, depending on how much formality is desired for what follows.

Option A: Some sort of informal event where the members present express their opinions on such matters as they wish regarding the bylaws.

Option B: If it is desired to follow formal parliamentary procedures, what could be done is to hold a "mass meeting" with the persons present as members of that assembly, which could then discuss the proposed bylaw amendments and could adopt a report expressing the opinions of the assembly and making such recommendations pertaining to the bylaw amendments as the assembly sees fit.

[Atul Kapur]

I suppose you could do this, but it sounds like it's not binding on the board even if you have quorum at the meeting (based on what you have shared previously about your governing documents). And if you don't have quorum, then the representativeness of any vote can be called into question.

An alternative is to have a "bylaws hearing" where people can ask questions about the proposed changes and suggest amendments to the proposal. All of which is advisory to the decision-making body.

[Atul Kapur]

On 8/31/2022 at 6:43 PM, Josh Martin said:

Option B: If it is desired to follow formal parliamentary procedures, what could be done is to hold a "mass meeting" with the persons present as members of that assembly

I'm questioning the propriety of a "mass meeting" of a subset of members of an existing organized society, or perhaps its legitimacy is what I'm questioning. 

In either case, if I were a director of this society, I would give it the same credence as an email from somebody. So I don't see any benefit to this over a bylaws hearing conducted by the committee.

Edited August 31, 2022 at 11:07 PM by Atul Kapur

[Richard Brown]

On 8/31/2022 at 6:06 PM, Atul Kapur said:

I'm questioning the propriety of a "mass meeting" of a subset of members of an existing organized society, or perhaps its legitimacy is what I'm questioning. 

I shared Dr. Kapur’s concern about this “mass meeting“. I do like the idea of a bylaws hearing at which General members can show up, ask questions, and make suggestions.

[Dan Honemann]

On 8/31/2022 at 6:07 PM, Tomm said:

The Articles of Incorporation allow the Bylaws to be amended by the Board of Directors alone.

What, exactly, do your Articles of Incorporation say concerning amendment of your bylaws?

What, exactly, do your bylaws say concerning their amendment?

[Josh Martin]

On 8/31/2022 at 6:06 PM, Atul Kapur said:

I'm questioning the propriety of a "mass meeting" of a subset of members of an existing organized society, or perhaps its legitimacy is what I'm questioning. 

In either case, if I were a director of this society, I would give it the same credence as an email from somebody. So I don't see any benefit to this over a bylaws hearing conducted by the committee.

 

On 8/31/2022 at 8:00 PM, Richard Brown said:

I shared Dr. Kapur’s concern about this “mass meeting“. I do like the idea of a bylaws hearing at which General members can show up, ask questions, and make suggestions.

I do not see anything improper or illegitimate regarding a group of persons who are members of an existing society from meeting as a mass meeting.

I am in agreement, however, that there is not much advantage to doing so, and that it would be preferable to hold a hearing.