Faisal Qazi Posted October 13, 2022 at 01:18 PM Report Share Posted October 13, 2022 at 01:18 PM Our CA based non-profit is trying to pass a new set of by-laws. We thought it would require 2/3rd vote of current BOD to advance it for to the membership to approve but we have 2 directors not voting, one No, 3 yes & one pending a vote. Current by-laws state that “All Directors must agree to changes in the by-laws.” This sentence is immediately followed by, “If 2/3rd of the members disagree then no changes can be made.” The statements seem contradictory, cancelling each other out and I wonder if the first one is even constitutional (100% consensus). What’s an effective way to by-pass this deadlock and get the approval process in the hands of the membership at large if any? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 13, 2022 at 03:20 PM Report Share Posted October 13, 2022 at 03:20 PM (edited) On 10/13/2022 at 8:18 AM, Faisal Qazi said: Current by-laws state that “All Directors must agree to changes in the by-laws.” This sentence is immediately followed by, “If 2/3rd of the members disagree then no changes can be made.” The statements seem contradictory, cancelling each other out It would be helpful if the entirety of the rule in question could be provided. I wonder if perhaps the explanation of the apparent contradiction is that "members" in the second sentence refers to the membership of the society as a whole, not the board. To the extent that the provisions are indeed in conflict, it will ultimately be up to the organization to resolve that conflict. See RONR (12th ed.) 56:68 for some Principles of Interpretation. On 10/13/2022 at 8:18 AM, Faisal Qazi said: I wonder if the first one is even constitutional (100% consensus). An organization is free to adopt whatever rules in its bylaws that it wishes so long as those rules do not conflict with an even higher-level rule, such as the rules of a parent organization or rules found in applicable law. If your question is whether the provision in question conflicts with a provision in applicable law, that is a question for an attorney. "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 10/13/2022 at 8:18 AM, Faisal Qazi said: What’s an effective way to by-pass this deadlock and get the approval process in the hands of the membership at large if any? I don't think I can provide further advice on this matter unless the rules on this matter are quoted in their entirety. Edited October 13, 2022 at 03:20 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Faisal Qazi Posted October 13, 2022 at 06:09 PM Author Report Share Posted October 13, 2022 at 06:09 PM Appreciate the input. Mind you that here we are not just creating amendents, we are re-stating and creating a whole new set of by-laws, does that make a difference? Here's the entire Section: Article 12. Amendments Section O1 Initiation a) In order to change anything on this constitution, all Members of the Board must agree on the change first. If 2/3 of the Board members disagree, then there will be no amendment to the constitution b) The Board of Directors must call for a general assembly (voting members) meeting to discuss and vote on the amendment(s). c) If 2/3 majority of the general members agree on the constitution amendments then the Board of Directors will initiate the change. d) Board of Directors will post the amended constitution on the bulletin board. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 13, 2022 at 06:24 PM Report Share Posted October 13, 2022 at 06:24 PM (edited) On 10/13/2022 at 1:09 PM, Faisal Qazi said: Appreciate the input. Mind you that here we are not just creating amendents, we are re-stating and creating a whole new set of by-laws, does that make a difference? No. A complete revision of the bylaws is still a form of amendment. On 10/13/2022 at 1:09 PM, Faisal Qazi said: Section O1 Initiation a) In order to change anything on this constitution, all Members of the Board must agree on the change first. If 2/3 of the Board members disagree, then there will be no amendment to the constitution Based upon this additional information, I am quite baffled as to the intended meaning of Item A. The rule as written does not appear to make logical sense. It would seem to me that the safest course of action would be to amend the constitution only with the unanimous approval of the board, so that there is no doubt that the provision is satisfied. Edited October 13, 2022 at 06:24 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Faisal Qazi Posted October 13, 2022 at 06:34 PM Author Report Share Posted October 13, 2022 at 06:34 PM On 10/13/2022 at 11:24 AM, Josh Martin said: No. A complete revision of the bylaws is still a form of amendment. Based upon this additional information, I am quite baffled as to the intended meaning of Item A. The rule as written does not appear to make logical sense. It would seem to me that the safest course of action would be to amend the constitution only with the unanimous approval of the board, so that there is no doubt that the provision is satisfied. So that's the technicality, in our current deadlock 4 out 7 votes ant to proceed with the new bylaws to the next step, which is to present it to the entire membership to have the final word on it. Maybe instead of approving or disapproving the new draft of by-laws, the BODs can simply agree to get this in the hands of the members to make the final decision on it. Will that be creating a 'new rule'? On 10/13/2022 at 11:09 AM, Faisal Qazi said: Appreciate the input. Mind you that here we are not just creating amendents, we are re-stating and creating a whole new set of by-laws, does that make a difference? Here's the entire Section: Article 12. Amendments Section O1 Initiation a) In order to change anything on this constitution, all Members of the Board must agree on the change first. If 2/3 of the Board members disagree, then there will be no amendment to the constitution b) The Board of Directors must call for a general assembly (voting members) meeting to discuss and vote on the amendment(s). c) If 2/3 majority of the general members agree on the constitution amendments then the Board of Directors will initiate the change. d) Board of Directors will post the amended constitution on the bulletin board. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 13, 2022 at 08:01 PM Report Share Posted October 13, 2022 at 08:01 PM On 10/13/2022 at 1:34 PM, Faisal Qazi said: So that's the technicality, in our current deadlock 4 out 7 votes ant to proceed with the new bylaws to the next step, which is to present it to the entire membership to have the final word on it. Maybe instead of approving or disapproving the new draft of by-laws, the BODs can simply agree to get this in the hands of the members to make the final decision on it. Arguably, the bylaws require the agreement of all board members in order to do this. On 10/13/2022 at 1:34 PM, Faisal Qazi said: Will that be creating a 'new rule'? I'm not sure I understand the question. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 15, 2022 at 12:50 AM Report Share Posted October 15, 2022 at 12:50 AM On 10/13/2022 at 3:01 PM, Josh Martin said: Arguably, the bylaws require the agreement of all board members in order to do this. On 10/13/2022 at 1:34 PM, Faisal Qazi said: Either that, or it is initiated unless 2/3 disagree. Quote Link to comment Share on other sites More sharing options...
Recommended Posts