Suspension of Bylaws

[Willo]

My organization, Fire Department, recently voted to suspend our Bylaws.  Under our Bylaws, members must attend a certain amount of meetings, drills and calls and also completion of specific training courses in order for individuals to be elected as officers.  One problem was that the required courses were not offered this past year.  Subsequently, individuals we’re elected to positions who did not have the required attendance and training requirements.  They do have years of experience in the department but do not meet the requirements of the Bylaws to hold office.

Is this legal and acceptable?

[J. J.]

No, though it would be possible to amend your bylaws and remove these requirement. 

[Atul Kapur]

Legal? That's a question for a lawyer.

Acceptable? Well, not according to RONR, because those parts of your bylaws cannot be suspended. But it's your department that enforces its own rules, unless you report to a higher authority (which may include the legal system). It would be good to fix things so that you are not in violation of your own rules, as that can lead to an ongoing disregard for them. @J. J. has suggested one way to resolve things, above.

Edited December 23, 2022 at 03:57 PM by Atul Kapur

[Josh Martin]

On 12/23/2022 at 6:56 AM, Willo said:

My organization, Fire Department, recently voted to suspend our Bylaws.  Under our Bylaws, members must attend a certain amount of meetings, drills and calls and also completion of specific training courses in order for individuals to be elected as officers.  One problem was that the required courses were not offered this past year.  Subsequently, individuals we’re elected to positions who did not have the required attendance and training requirements.  They do have years of experience in the department but do not meet the requirements of the Bylaws to hold office.

Is this legal and acceptable?

I concur with my colleagues and would add that, in the event it is the department's preference to maintain these rules but to allow for their suspension, the bylaws could be amended to provide a mechanism for the suspension of these rules.

[Willo]

Yes, thank you to all that replied.  We do have a slight problem in adhering to the bylaws.  We have a Bylaw Review Committee that was started over a year ago, and still has not finalized, come to a consensus yet.  Things move very slowly!

[J. J.]

If this is a temporary condition, the bylaw amendment could be constructed to have a temporary effect. 

[Willo]

My understanding of changing the bylaws can occur by two methods.  One is to give prior notice (previous meeting) and a two thirds vote of eligible voters at the next meeting.  The other method would be to have no notice and a unanimous vote of eligible voters.

[Rob Elsman]

On 12/28/2022 at 10:26 AM, Willo said:

The other method would be to have no notice and a unanimous vote of eligible voters.

I suppose the support for this position is "no harm, no foul", since there would be no absentees whose rights need protecting.  Truth be told, this position is derived, not stated explicitly in RONR (12th ed.).  While I think it is a logically derived position, I also think it is a poor way to proceed.  It smacks of a poorly conceived, poorly investigated, and too hasty preparation that is unworthy of the modification of such an important document as the society's bylaws.

I strong suggest that @Willo forget about it.

[Atul Kapur]

On 12/28/2022 at 11:26 AM, Willo said:

My understanding of changing the bylaws can occur by two methods.  One is to give prior notice (previous meeting) and a two thirds vote of eligible voters at the next meeting.  The other method would be to have no notice and a unanimous vote of eligible voters.

If your current bylaws state how they may be amended, then you need to follow whatever they say.

If your bylaws are completely silent on how they may be amended, then RONR 57:1(1) says they may be amended by 

a) notice and a two-thirds vote, or

b) a vote of a 
majority of the entire membership.

These provisions, however, only apply if your bylaws are silent. So, for example, if your bylaws require notice and a 2/3 vote to amend the bylaws, then that is the only way to amend them and a vote of the entire membership will not suffice.

Edited December 28, 2022 at 05:27 PM by Atul Kapur

[Richard Brown]

I agree with my colleagues and will emphasize the comment by Dr. Kapur immediately above that the amendment provisions in your bylaws must be followed.  Do they permit (or require) notice at the previous meeting?  Do they require that it be in writing or that the specific proposed language be provided?  Or, for example, do they require that a certain number of days of advance notice in writing must be mailed (or emailed) to the membership?   Study the amendment provisions of your bylaws very carefully and follow them exactly.

[Willo]

Our Bylaws state as follows; 

A. Additions, alterations and amendments to the bylaws shall be presented in writing and must be read without alteration at two consecutive regular meetings and voted upon at the second consecutive regular meeting.

B. A minimum of 12 eligible voting members must be present.

C. Two thirds of those voting approve the proposed change.

D. Defeated additions, alterations or amendments cannot be resubmitted or voted on for a period of one year from the date of the meeting during which they were rejected.

E. When altering bylaws, additional meetings may be held.

Item A conditions above were not adhered to, so the vote was illegal.

[Richard Brown]

On 12/31/2022 at 7:32 AM, Willo said:

Item A conditions above were not adhered to, so the vote was illegal.

I agree, but wasn’t the vote merely to suspend a particular bylaw provision and not to enact a bylaw amendment? Regardless, as has already been discussed, a requirement in the bylaws for holding office cannot be suspended.

[Gary Novosielski]

On 12/31/2022 at 8:32 AM, Willo said:

Our Bylaws state as follows; 

A. Additions, alterations and amendments to the bylaws shall be presented in writing and must be read without alteration at two consecutive regular meetings and voted upon at the second consecutive regular meeting.

B. A minimum of 12 eligible voting members must be present.

C. Two thirds of those voting approve the proposed change.

D. Defeated additions, alterations or amendments cannot be resubmitted or voted on for a period of one year from the date of the meeting during which they were rejected.

E. When altering bylaws, additional meetings may be held.

Item A conditions above were not adhered to, so the vote was illegal.

It appears to me that provisions A and E are in direct conflict.  Provision A requires regular meetings, while E talks about additional, and therefore presumably special meetings. Which, even if held, could not then be used for the purposes of considering bylaws amendments.  I think it would be worth improving that section to say whatever it is intended to mean.

[Richard Brown]

On 12/31/2022 at 10:04 AM, Gary Novosielski said:

It appears to me that provisions A and E are in direct conflict.  Provision A requires regular meetings, while E talks about additional, and therefore presumably special meetings. Which, even if held, could not then be used for the purposes of considering bylaws amendments.  I think it would be worth improving that section to say whatever it is intended to mean.

I noticed that, too, but I interpret the phrase "additional meetings may be held" to mean adjourned meetings and also that if the business is not completed at the first meeting where the amendments are actually taken up, the remainder may be postponed to the next regular meeting.  I agree that it seems like a special meeting would not be in order.  I also agree that the bylaws should be clarified on that point.

Edited December 31, 2022 at 05:49 PM by Richard Brown
Added last two sentences

[Gary Novosielski]

On 12/31/2022 at 12:47 PM, Richard Brown said:

I noticed that, too, but I interpret the phrase "additional meetings may be held" to mean adjourned meetings and also that if the business is not completed at the first meeting where the amendments are actually taken up, the remainder may be postponed to the next regular meeting.  I agree that it seems like a special meeting would not be in order.  I also agree that the bylaws should be clarified on that point.

I hadn't considered adjourned meetings, because they are normally allowed, and continuing unfinished business at the next regular meeting is also normal procedure, meaning that E would be in the bylaws for no reason.