Jump to content
The Official RONR Q & A Forums

How can the members change the autocratic bylaws back


Baofeng Ma
 Share

Recommended Posts

Background:

One society passed an autocratic bylaws depriving its members of electing the officers and amending the bylaws. Many members have tried to change back for many years but failed. 

It is an unincorporated society. The membership meeting has no part of election. The board members have not any term limits. Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power.  When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. 

The bylaws have some rules limiting its further amendments practically by its ordinary members or some board members: 

Article IV

meetings

The annual membership meeting shall be in October or November. A quorum in a membership meeting is 20.

A board member shall be removed by a majority vote in a membership meeting. 

 

Article V,

Officers and Board

The officers of the organization shall be the president, secretary and treasurer. The officers shall be nominated by a board member and appointed by a majority vote of the board membership.

The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the board membership.

 

Article VIII

Amendment of Bylaws

The bylaws may be amended by a two-third vote of the board membership with a 7-day notice.

Edited by Baofeng Ma
Added more information according to the request.
Link to comment
Share on other sites

On 9/30/2022 at 9:02 PM, Baofeng Ma said:

One society passed an autocratic bylaws depriving its members of electing the officers and amending the bylaws. Many members have tried to change back but failed for many years. 

The bylaws has two rules limiting its further amendments by its ordinary members or some board members: 

Article V

Officers: The officers of the organization shall be the president, secretary, and treasurer. The officers shall be nominated by a board member and appointed by a  majority vote of the board. 

 

Article VIII

Amendment of Bylaws: The bylaws may be amended by a two-third vote of the board  with a 7-day notice. 

And your question is???

if your question is, “how can we change the bylaws back?“, I’m afraid the best answer I can give you is to elect board members who will commit to changing the bylaws back. You can also pressure the dickens out of the board members currently in the office to change the bylaws back.

if this organization is incorporated or is a homeowner type association, there’s a possibility that state law might give the members the right to amend the bylaws and/or to elect the officers. Any such provision would supersede the provisions in the bylaws.

Link to comment
Share on other sites

On 9/30/2022 at 10:47 PM, Richard Brown said:

And your question is???

if your question is, “how can we change the bylaws back?“, I’m afraid the best answer I can give you is to elect board members who will commit to changing the bylaws back. You can also pressure the dickens out of the board members currently in the office to change the bylaws back.

if this organization is incorporated or is a homeowner type association, there’s a possibility that state law might give the members the right to amend the bylaws and/or to elect the officers. Any such provision would supersede the provisions in the bylaws.

My question is how the ordinary members change the bylaws back.

It is an unincorporated society.

Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power.  When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. 

I am wondering if it is acceptable to declare that the bylaws is illegitimate because the bylaws is against the fundamental principle of parliamentary law, for example, depriving its members (except board members) of the basic voting right in both electing its leaders and making rules for the society).

RONR (12th ed.) 25:9

Link to comment
Share on other sites

While it is not recommended to do so, the bylaws can deprive members of rights and can violate fundamental principles of parliamentary law. That does not make them illegitimate.

I see that the board chooses the officers; this is not particularly unusual. You tell us that the board is authorized to fill vacancies; this is also not particularly unusual.

So I agree with Mr. Brown that the solution is to elect board members who will change the bylaws. This likely won't happen unless you work with like-minded members to recruit candidates and organize to get them elected.

Link to comment
Share on other sites

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules.  It does not limit what can be done with a bylaw.

To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says:

"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."

You showed us that officers are appointed by the board, but how are non-officer board members chosen?  By the membership at something like an annual meeting?  If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership.

Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

Link to comment
Share on other sites

On 10/1/2022 at 5:11 AM, Alicia Percell said:

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules.  It does not limit what can be done with a bylaw.

To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says:

"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."

You showed us that officers are appointed by the board, but how are non-officer board members chosen?  By the membership at something like an annual meeting?  If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership.

Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

The membership meeting has no part of election. The board members have not any term limits.

The bylaws specify:

Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting.

The annual membership meeting shall be in October or November. A board member shall be removed by a majority vote in a membership meeting. 

Edited by Baofeng Ma
Spelling
Link to comment
Share on other sites

You could dissolve the organization and form a new one. It sounds like the membership, at some point, took itself out of the position of having a role in running the organization, and it will be hard to get it back if the current board doesn't want to give it up.

Another thought: is the organization incorporated? If so, you might check how to amend the articles of incorporation. If not, one possibility is to incorporate, and write articles of incorporation that will return control to the members. But it's probably not worth it, and dissolving is simpler.

Edited by Joshua Katz
Link to comment
Share on other sites

  • Baofeng Ma changed the title to How can the members change the autocratic bylaws back
On 10/1/2022 at 8:57 AM, Joshua Katz said:

You could dissolve the organization and form a new one. It sounds like the membership, at some point, took itself out of the position of having a role in running the organization, and it will be hard to get it back if the current board doesn't want to give it up.

Another thought: is the organization incorporated? If so, you might check how to amend the articles of incorporation. If not, one possibility is to incorporate, and write articles of incorporation that will return control to the members. But it's probably not worth it, and dissolving is simpler.

According to RONR (12th ed.) 55:6, "It is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them". 

The bylaws specify: The bylaws may be amended by a two-third vote of the board membership with a 7-day notice. 

It looks that the membership does not have the role in dissolving this unincorporated society. 

Edited by Baofeng Ma
Mistake
Link to comment
Share on other sites

On 10/1/2022 at 5:11 AM, Alicia Percell said:

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules.  It does not limit what can be done with a bylaw.

To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says:

"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."

You showed us that officers are appointed by the board, but how are non-officer board members chosen?  By the membership at something like an annual meeting?  If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership.

Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

Yeah, you are correct. In addition, RONR (12th ed.) 56:2 has a similar description. But I always feel there is something wrong because the membership has almost no control of the society's business. This is very similar to the situation of an authoritarian regime where its citizens have no right to elect their leaders and no right to make their laws. 

It looks that it is no longer a deliberative assembly. RONR (12 ed.) 1:1 

Link to comment
Share on other sites

On 9/30/2022 at 9:47 PM, Richard Brown said:

if your question is, “how can we change the bylaws back?“, I’m afraid the best answer I can give you is to elect board members who will commit to changing the bylaws back. 

We are told that the bylaws grant the board the power to elect its own members, so that would suggest that is not an option.

On 9/30/2022 at 10:24 PM, Baofeng Ma said:

My question is how the ordinary members change the bylaws back.

I don't see many options. The bylaws do not authorize the membership to change the bylaws. You also say that the bylaws grant the board the authority to elect its own members. (Although I would like to see more details to confirm this. The provisions you have cited grant the board the power to fill vacancies, but do not specify the manner in which board members are elected in the first place.)

The bylaws apparently grant the membership the authority to remove board members (presumably an oversight when the other provisions relating to membership authority were removed), so perhaps this ability could be used by the membership as leverage. Unless, of course, the board amends the bylaws to remove this provision as well.

Based upon the facts presented, my advice would be for those members who do not support this structure to quit and start a new society.

On 9/30/2022 at 10:24 PM, Baofeng Ma said:

I am wondering if it is acceptable to declare that the bylaws is illegitimate because the bylaws is against the fundamental principle of parliamentary law, for example, depriving its members (except board members) of the basic voting right in both electing its leaders and making rules for the society).

Nope. The fact that the bylaws are against the fundamental principles of parliamentary law is irrelevant. A society can adopt whatever rules in its bylaws that it wishes, provided that such rules do not conflict with the rules of a parent society or rules found in applicable national, state, or local laws.

"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

On 10/1/2022 at 1:15 PM, Baofeng Ma said:

Yeah, you are correct. In addition, RONR (12th ed.) 56:2 has a similar description. But I always feel there is something wrong because the membership has almost no control of the society's business. This is very similar to the situation of an authoritarian regime where its citizens have no right to elect their leaders and no right to make their laws. 

Yes, but unlike the residents of a nation, there is presumably nothing binding you to stay in this society (especially since we are told that it is unincorporated). So members can "vote with their feet" and start a new society based upon more democratic principles.

Edited by Josh Martin
Link to comment
Share on other sites

On 10/1/2022 at 9:48 PM, Josh Martin said:

(Although I would like to see more details to confirm this. The provisions you have cited grant the board the power to fill vacancies, but do not specify the manner in which board members are elected in the first place.)

The bylaws only specify:

On 9/30/2022 at 10:02 PM, Baofeng Ma said:

A new member shall be nominated by a board member and approved by a two-third vote of the board membership.

Practically, it is not urgent to fill the vacancy because the number is not constant.

On 9/30/2022 at 10:02 PM, Baofeng Ma said:

The number of board members ranges from 5 to 11.

If a candidate chosen by one officer is suitable, the board would approve it. If one board member is not cooperative or is against their privileges, many other board members would expel this person out of the board. Many members have been forced out of board, including one previous president. 

Link to comment
Share on other sites

You showed us one bylaw provision which says, "The annual membership meeting shall be in October or November. A board member shall be removed by a majority vote in a membership meeting."  That sounds like a potential path.

While it's oddly worded ("shall" is a mandatory word, so must a board member be removed at every membership meeting?), at least it gives you a lot of flexibility for the membership to remove board members.  It doesn't put limitations on the reasons for removal, and it isn't a complex process.  It doesn't necessarily say the membership can choose who replaces that person, and absent some sort of prohibition elsewhere in the bylaws the board could turn around and re-appoint that just-removed person.

Since the board members elect the other board members, do your bylaws make provision for the extreme case in which there are zero board members left (all removed by membership, or all of them resign at once)?  If the membership were to remove each of the board members by majority vote at a membership meeting, how would you get that one starter board member in place to appoint the rest and amend the bylaws?  I could imagine that if you started removing board members, once the size of the board got down to 5 remaining members, a chair might rule further removal motions to be out of order with an argument the bylaws require 5 to 11 board members...  If the board kept its size at 5 members, what would that do to the membership's ability to remove a board member...?

Especially since you're an unincorporated organization, it really might be easier and less contentious to just start a new organization with well-written bylaws, have a mass resignation from the existing organization, and let the power-mongers on the board have their own private club.  I don't really know what kind of entity it is, so I don't know if that's an easier-said-than-done scenario.

Though it doesn't impact how the rules work, I am curious about what arguments were made to the membership that successfully talked them into handing over this much power to the board.

Link to comment
Share on other sites

On 10/2/2022 at 9:08 PM, Alicia Percell said:

While it's oddly worded ("shall" is a mandatory word, so must a board member be removed at every membership meeting?), at least it gives you a lot of flexibility for the membership to remove board members.  It doesn't put limitations on the reasons for removal, and it isn't a complex process. 

Yes, no limitations on the reason. In annual meetings the name of each board member is put on the ballot. So it looks that a board member can be easily removed according to the provision. However, practically there were a few of votes against board members. The attendance was always low, ~20, consisting of board members and their friends. I am investigating the reasons. One reason might be that the “potentially dangerous” ordinary members had been forced out before the meetings. 

On 10/2/2022 at 9:08 PM, Alicia Percell said:

Since the board members elect the other board members, do your bylaws make provision for the extreme case in which there are zero board members left (all removed by membership, or all of them resign at once)?  If the membership were to remove each of the board members by majority vote at a membership meeting, how would you get that one starter board member in place to appoint the rest and amend the bylaws?

The bylaws have no provision for the extreme case because there were almost no member voting against them, or only a few if any in the past. 

The early bylaws list the first group of board members and the revision has no this provision, meaning the existing bylaws won’t work for a new society.

On 10/2/2022 at 9:08 PM, Alicia Percell said:

what arguments were made to the membership that successfully talked them into handing over this much power to the board.

I am curious too. I am investigating it and will keep updated.


Thank you for these thoughts.

Link to comment
Share on other sites

On 10/3/2022 at 3:21 AM, Baofeng Ma said:

The early bylaws list the first group of board members and the revision has no this provision, meaning the existing bylaws won’t work for a new society.

the suggestion was to start a complete new organisation (with new bylaws , a new board,and a new membership)

get together som ex or disgruntled members and start again. 

There will be some tensions between the old and the new organisation, but that cannot be helped, and you have the upper hand by being democratic and so.

What kind of organisation is it anyway ?

 

Link to comment
Share on other sites

On 9/30/2022 at 9:47 PM, Richard Brown said:

if your question is, “how can we change the bylaws back?“, I’m afraid the best answer I can give you is to elect board members who will commit to changing the bylaws back.

 

On 10/1/2022 at 10:28 PM, Gary Novosielski said:

Are we even sure that board members are elected by the general membership?

Well, upon re-reading the original post AND later posts by the OP, I think it is unclear whether the members elect the board members at the annual meeting.   The original post, with quotes from the bylaws, does not say that the members elect the board members and in fact contains a supposed quote of a  bylaw provision indicating that board members nominate new board members who must be approved by a two-thirds vote of the board.  I see how that can be interpreted to mean that the members do not elect the board members but that the board itself elects its own members. 

However, based in part on what seem to be contradictory statements by the OP in later comments, it isn't clear whether this provision applies to the election of new board members or to filling vacancies.  In one place he says that election to the board requires that "A new member shall be nominated by a board member and approved by a two-third vote of the board membership", but in another post he says "Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting". (Emphasis added).  So, it appears unclear as to whether the membership plays a part in the selection of board members.

This later comment by the OP appears to say that the members do in fact elect the board members at the annual meeting, but by a two thirds vote:

On 10/1/2022 at 4:56 AM, Baofeng Ma said:

The bylaws specify:

Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting.

Apparently only board members can nominate members for election to the board, but per RONR write in candidates would be permissible unless the bylaws specifically prohibit write-in votes and require, as a qualification for election, that proposed board members be nominated by an existing board member.  45:14 and 46:2, RONR (12th ed.).  Also, unless the bylaws specify that being nominated by a board member is a qualification for holding office or being elected to office, I believe that bylaw provision is a rule in the nature of a rule of order and can be suspended.  Ultimately, I believe that is a matter of bylaws interpretation, which the members at a membership meeting can do.

I will also note in conclusion, that according to the OP's first post, the membership can remove board members by a majority vote.  That provision does give the membership a rather significant amount of power, but it is somewhat negated by the provision that board vacancies are apparently filled by the board itself.  Thus, the remaining board members can select only new board members who promise to retain the status quo with regard to the rights of the membership.

These bylaws seem to be a mess based on what we have been told.  It may well be best, as Alicia Percell and Josh Martin suggested, that the disgruntled members simply form a new organization.

Link to comment
Share on other sites

On 10/3/2022 at 12:50 PM, Richard Brown said:

In one place he says that election to the board requires that "A new member shall be nominated by a board member and approved by a two-third vote of the board membership", but in another post he says "Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting". (Emphasis added).  So, it appears unclear as to whether the membership plays a part in the selection of board members.

Sorry for not being clear because of my typing mistakes. It should be "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership

 

Link to comment
Share on other sites

On 10/3/2022 at 12:05 PM, Baofeng Ma said:

Sorry for not being clear because of my typing mistakes. It should be "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership

Based upon all of the facts presented, I still believe the best option available is for as many members as possible to quite quit en masse and form a new organization. Perhaps the threat of this will persuade the board members to come to some agreement with the membership. If not, then follow through on it.

Edited by Josh Martin
Link to comment
Share on other sites

On 10/3/2022 at 4:35 PM, Josh Martin said:

Based upon all of the facts presented, I still believe the best option available is for as many members as possible to quite en masse and form a new organization. Perhaps the threat of this will persuade the board members to come to some agreement with the membership. If not, then follow through on it.

Based on the original poster's latest clarification, I agree. (I believe, though, that you intended to suggest that members "quit en masse" rather than "quite en masse").

Link to comment
Share on other sites

On 10/3/2022 at 12:50 PM, Richard Brown said:

Apparently only board members can nominate members for election to the board, but per RONR write in candidates would be permissible unless the bylaws specifically prohibit write-in votes and require, as a qualification for election, that proposed board members be nominated by an existing board member.  45:14 and 46:2, RONR (12th ed.). 

The nomination and approval of a new board member happened in board meetings. 

Based on the provision "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership", I am not sure if nominating a write-in candidate by an ordinary member is permissible and the approval is feasible.     

Link to comment
Share on other sites

Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

 Share

×
×
  • Create New...