Giving Notice of Amendments

[Tomm]

So am I understanding 57:14 correctly?

Assuming the board has the authority to amend the bylaws:

If a primary or secondary amendment is made to a motion to amend a bylaw and it passes with all the members of the board in attendance, then the motion to amend does not need any additional previous notice, however, if any member of the board is absent, then the motion to amend cannot be voted on until the absent member(s) are advised? 

[Josh Martin]

On 1/4/2023 at 3:33 PM, Tomm said:

So am I understanding 57:14 correctly?

Assuming the board has the authority to amend the bylaws:

If a primary or secondary amendment is made to a motion to amend a bylaw and it passes with all the members of the board in attendance, then the motion to amend does not need any additional previous notice, however, if any member of the board is absent, then the motion to amend cannot be voted on until the absent member(s) are advised? 

No. What is said in 57:14 refers solely to the procedure for giving notice, at a meeting, of a main motion to amend the bylaws. It has nothing whatsoever to do with the consideration of the amendment to the bylaws or of primary or secondary amendments to it.

The rules concerning amendments to a pending bylaw amendment are discussed in RONR (12th ed.) 57:10-13.

As to whether it is correct that a primary or secondary amendment to a motion to amend the bylaws is in order (and whether the answer to this changes depending on how many members are present), that will depend upon 1.) the rules in the bylaws concerning their amendment and 2.) whether the proposed amendment is within the scope of notice.

[Tomm]

On 1/4/2023 at 3:01 PM, Josh Martin said:

No. What is said in 57:14 refers solely to the procedure for giving notice, at a meeting, of a main motion to amend the bylaws.

So what you're saying is, if all of a sudden, out of the blue, a director makes a motion to amend a bylaw, there can't be a vote on the motion to amend but only too allow a discussion?

But if all the board members are in attendance, and the board has the authority to amend the bylaws, then what's the purpose of pushing the vote to another session?  

[Josh Martin]

On 1/4/2023 at 4:10 PM, Tomm said:

So what you're saying is, if all of a sudden, out of the blue, a director makes a motion to amend a bylaw, there can't be a vote on the motion to amend but only too allow a discussion?

This depends on what the bylaws say concerning their amendment, which is information you still have not provided.

In the event the bylaws are silent concerning their amendment, then a motion to amend the bylaws without notice can be adopted by a vote of a majority of the entire membership. In order to avoid wasting everyone's time, such a motion can only be made if a majority of the entire membership is present. The rules concerning amending the bylaws if the bylaws are (unwisely) silent regarding their amendment are discussed in RONR (12th ed.) 57:1.

A similar principle would apply in the event proper notice was given of an amendment to the bylaws and an amendment was proposed which exceeded the scope of notice.

In many cases, however, the bylaws provide that notice is required for amending the bylaws, and provide no exceptions. In such a case, it is not in order to make a motion to simply make a motion to amend the bylaws "all of a sudden, out of the blue". Rather, a member gives notice of his intent to make such a motion at the next regular meeting.

"When notice of a bylaw amendment is given in open meeting, it cannot be considered at that time, except to be discussed informally and briefly at the discretion of the presiding officer (see also 43:31–34)." RONR (12th ed.) 57:14, emphasis added

On 1/4/2023 at 4:10 PM, Tomm said:

But if all the board members are in attendance, and the board has the authority to amend the bylaws, then what's the purpose of pushing the vote to another session?  

The point would be to provide notice to the members present, so they have time to think about things rather than having to vote on the amendment on the spot.

But yes, a requirement for previous notice (even if the rule provides no exceptions) may be suspended if every member is present. A rule requiring previous notice is a rule protecting absentees, and therefore generally may not be suspended. However, rules protecting absentees may be suspended if all members are present, because in such a case there are no absentees to protect.

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10

A similar principle would apply in the event proper notice was given of an amendment to the bylaws and an amendment was proposed which exceeded the scope of notice.

Edited January 4, 2023 at 11:16 PM by Josh Martin

[Rob Elsman]

I suspect there is a miscommunication, here, with the word "amend". It seems to be used simultaneously to describe both the main motion and the subsidiary motion.