Guest Cindy McGeever Posted October 31, 2022 at 08:16 PM Report Share Posted October 31, 2022 at 08:16 PM The Executive Board of my 200 member organization duly appointed a committee to do a total review and revision of our bylaws. At our upcoming General Membership meeting, we will be voting on these revisions. This is a revision, not a series of amendments. Language was cleaned up and clarified in many sections, and 4-5 more substantive changes are being proposed. Proper notice was given, indicating that revised bylaws are being proposed, highlighting the significant changes. Our bylaws are very straight forward and plainly stated. Here's my question: Can we make a motion to adopt this revision in the whole, without allowing amendments from the floor? We know that the overwhelming majority of our members will support these changes, but there are a couple members who are insistent that changes must be voted on individually in order to comply with RONR. The Board would like an up or down vote. Any guidance is appreciated. Thanks. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted October 31, 2022 at 08:28 PM Report Share Posted October 31, 2022 at 08:28 PM Assuming your board had the authority to appoint a committee to revise the bylaws (see RONR (12th ed.), 57:5), a motion to suspend the rules and agree to the revision without debate or amendment is proper. See RONR (12th ed.), 25:18-20 for more information. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 31, 2022 at 09:19 PM Report Share Posted October 31, 2022 at 09:19 PM (edited) On 10/31/2022 at 3:16 PM, Guest Cindy McGeever said: Can we make a motion to adopt this revision in the whole, without allowing amendments from the floor? Yes, although such a motion will require a 2/3 vote. On 10/31/2022 at 3:16 PM, Guest Cindy McGeever said: We know that the overwhelming majority of our members will support these changes, but there are a couple members who are insistent that changes must be voted on individually in order to comply with RONR. The Board would like an up or down vote. Even in the event that the motion to Suspend the Rules in order to have an "up or down vote" is defeated, the members are still not correct "that changes must be voted on individually in order to comply with RONR." When a revision (as opposed to a series of individual amendments) is pending, the proper procedure is not to take separate votes on individual changes. Instead, amendments are in order (generally considering the revision one article at a time, in order to process such amendments in a logical manner rather than jumping all over the place) and, after the revision has been perfected through amendment, a single vote is taken on the revision as a whole. See RONR (12th ed.) 57:5. Edited October 31, 2022 at 09:20 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Guest Cindy McGeever Posted November 1, 2022 at 08:56 PM Report Share Posted November 1, 2022 at 08:56 PM Thanks to both of you for providing me with additional guidance on my question. I believe I can now proceed with confidence knowing that our approach is acceptable under RONR. I'll be ready if there's a procedural challenge to our up or down vote after proper motions are made. Your help is appreciated! Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 2, 2022 at 12:55 AM Report Share Posted November 2, 2022 at 12:55 AM On 11/1/2022 at 4:56 PM, Guest Cindy McGeever said: Thanks to both of you for providing me with additional guidance on my question. I believe I can now proceed with confidence knowing that our approach is acceptable under RONR. I'll be ready if there's a procedural challenge to our up or down vote after proper motions are made. Your help is appreciated! Well, the proper motion would be to "Suspend the rules and agree to the revision," which is only one motion, and if adopted by a two-thirds vote is then a done deal, and the bylaws are revised at that moment, unless you included a proviso "...to take effect at <when>". If that motion fails, then the regular method of considering a revision, as described by @Josh Martin pertains, i.e., amendments to the proposed revision are in order, and when perfected, adoption (or rejection) occurs by whatever vote your current bylaws require (probably two-thirds). Quote Link to comment Share on other sites More sharing options...
VBenz Posted November 8, 2022 at 09:39 PM Report Share Posted November 8, 2022 at 09:39 PM (edited) It may also depend on any provincial/state rules. In my location (Alberta), According to provincial statute, Bylaws can only be amended by a Special Resolution, require 21 days notice of meeting and the specific wording of the Special Resolution and any associated brief, and require a more than 3/4 vote in favour, making the Special Resolution unamendable. Since this is a provincial statute it overrules anything our own bylaws or RRoO may have. Incidentally, we are going through this process at the moment, and have chosen to treat the bylaws as a whole, since many of the bylaws either depend on other bylaws for complete understanding or inform boundaries on those other bylaws. Vic Edited November 8, 2022 at 09:40 PM by VBenz Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 9, 2022 at 12:39 AM Report Share Posted November 9, 2022 at 12:39 AM On 11/8/2022 at 4:39 PM, VBenz said: It may also depend on any provincial/state rules. In my location (Alberta), According to provincial statute, Bylaws can only be amended by a Special Resolution, require 21 days notice of meeting and the specific wording of the Special Resolution and any associated brief, and require a more than 3/4 vote in favour, making the Special Resolution unamendable. You may be right that such a "Special Resolution" (whatever that is) is unamendable, but nothing that you mention here would make it so. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 9, 2022 at 05:43 AM Report Share Posted November 9, 2022 at 05:43 AM On 11/8/2022 at 4:39 PM, VBenz said: It may also depend on any provincial/state rules. In my location (Alberta), According to provincial statute, Bylaws can only be amended by a Special Resolution, require 21 days notice of meeting and the specific wording of the Special Resolution and any associated brief, and require a more than 3/4 vote in favour, making the Special Resolution unamendable. Since this is a provincial statute it overrules anything our own bylaws or RRoO may have. Incidentally, we are going through this process at the moment, and have chosen to treat the bylaws as a whole, since many of the bylaws either depend on other bylaws for complete understanding or inform boundaries on those other bylaws. Vic Why would these rules apply to private societies? Quote Link to comment Share on other sites More sharing options...
VBenz Posted November 15, 2022 at 11:21 PM Report Share Posted November 15, 2022 at 11:21 PM Mr. Novosielski: We are registered under our Province's Societies Act, and therefore fall under its rules. Mr. Honemann: I apologize if I wasn't clear, it is the Province's own interpretation of their statute that makes the Special Resolution unamendable. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 16, 2022 at 03:43 AM Report Share Posted November 16, 2022 at 03:43 AM On 11/15/2022 at 6:21 PM, VBenz said: Mr. Novosielski: We are registered under our Province's Societies Act, and therefore fall under its rules. Does this have anything to do with Cindy McGeever's question? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 16, 2022 at 07:23 PM Report Share Posted November 16, 2022 at 07:23 PM On 11/15/2022 at 5:21 PM, VBenz said: Mr. Novosielski: We are registered under our Province's Societies Act, and therefore fall under its rules. Are you a member of Cindy's organization? Quote Link to comment Share on other sites More sharing options...
VBenz Posted November 18, 2022 at 10:46 PM Report Share Posted November 18, 2022 at 10:46 PM No, I am not a member of Cindy's organization, I was just pointing out that provincial/state statutes should be checked if the organization is registered. Quote Link to comment Share on other sites More sharing options...
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