how to withdraw a petitioned amendment proposal to bylaws of a not for profit

[Guest Rich B]

A properly signed petition attached to a proposed amendment to the Bylaws of a  not-for-profit has been properly submitted.

The Bylaws state that a properly submitted amendment proposal must go to a member vote either at the annual meeting or a special meeting.  

Although more than 50 members of the NFP signed the petition, one particular signer actually submitted it.

Is there any reasonable and acceptable way for the amendment proposal to be withdrawn other than getting all the petition signers to sign another document?

Any way for the one submitter to withdraw?

I can find in Robert's how to withdraw a one person submission, but this is not that case. 

Also, the proposed amendments have spelling errors and do not conform to our Bylaws standards.  Can such scrivener's errors be corrected?  Our Bylaws offer no help on  any of this.

thanks

[Gary Novosielski]

On 11/1/2022 at 9:12 PM, Guest Rich B said:

The Bylaws state that a properly submitted amendment proposal must go to a member vote either at the annual meeting or a special meeting.  

If your paraphrase of that bylaws provision is exactly right, then it sounds like it must go to a member vote.   The members are, of course, free to vote No.  Or, while it is being considered, they can presumably move to amend any errors noted.

On 11/1/2022 at 9:12 PM, Guest Rich B said:

Our Bylaws offer no help on  any of this.

Well, they appear to say something about petitions, which RONR doesn't, much. RONR mentions petitions in the context of a method of nomination, but there's nothing there about withdrawing them either.

[Josh Martin]

On 11/1/2022 at 8:12 PM, Guest Rich B said:

Is there any reasonable and acceptable way for the amendment proposal to be withdrawn other than getting all the petition signers to sign another document?

I am not certain that is necessarily the only reasonable method. Another reasonable method might be, for example, that individual signers could withdraw their signatures and that, if the number of signatures falls below the number required, the petition is then withdrawn.

But whether there might theoretically be reasonable and acceptable methods to withdraw a petition is not quite the same question as whether (or if) a petition can be withdrawn under your organization's particular rules. It is difficult to say, since we have not seen the text of the rule in question. In the event that "a properly submitted amendment proposal must go to a member vote either at the annual meeting or a special meeting" is an exact quote (not a paraphrase), I am inclined to agree with Mr. Novosielski that this appears to preclude withdrawing the petition.

I would note that if the deadline has passed for providing notice, RONR provides that the notice may not be withdrawn.

"After a question has been divided, one or more of the parts can be withdrawn without affecting the other parts. A motion to Reconsider (37), or a previous notice of a proposed motion requiring such notice (10:44–51), cannot be withdrawn after it is too late for renewal, unless unanimous consent is given." RONR (12th ed.) 33:17

Ultimately, of course, it will be up to the organization to interpret its own rules.

On 11/1/2022 at 8:12 PM, Guest Rich B said:

Any way for the one submitter to withdraw?

While it will ultimately be up to the organization to interpret its own rules, I generally do not think it would be reasonable to interpret the rule as permitting the person who happens to submit the amendment to have the authority to withdraw the amendment unilaterally.

On 11/1/2022 at 8:12 PM, Guest Rich B said:

Also, the proposed amendments have spelling errors and do not conform to our Bylaws standards.  Can such scrivener's errors be corrected?  Our Bylaws offer no help on  any of this.

Certainly such errors can (and should) be corrected, but they would be corrected by the assembly itself, at the meeting. I would advise that a person review the amendment and, at the meeting, the member can propose something like the following

"The proposed amendment has been reviewed and a number of typographical errors have been detected. I request unanimous consent to correct the following errors:

[Describe the errors and corrections.]"

One hopes this will not be controversial and that unanimous consent will be forthcoming.

While amendments from the floor must be within the "scope of notice," I don't think that will be a problem for minor corrections of the sort described here.

Edited November 2, 2022 at 02:29 AM by Josh Martin