By-Law Amendments - Ballot Voting

[Guest RKZET]

I'm not used to having "ballot voting" used for by-law amendments hence the reason for my query.

My question is to determine if we are able to lump proposed by-law amendments under one ballot vote - example Article II may have 3 amendments in 3 Sections?  Or do we have to have 11 separate ballots - one for each amendment?  What would happen if one proposed amended is dependant upon a later Article that also has a proposed amendment?  Example: Article XIII Section 2 would limit ownership of a stock to 2, but Section 12.2. has additional wording to conform to the ownership of 2 stocks.  If Section 2 is not approved by vote, then changes to Section 12.2 is moot. or vis-a-vis

To make amendments to the by-laws of our organization - it is written: Article X: Amendments : These by-laws may be amended, at a Regular Annual or Specital Meeting of the membership at which a quorum is present, by a simple majority (50% +1) of the members entitled to notice as specified in Article II, Section 2, and present in person or by proxy.  The proposed amendment must be submitted, in writing, to the Executive Secretary sixty (60 days) prior to the noticed meeting.

If I have not made myself clear enough, I will expand on any of your questions, with thanks to you.

[Josh Martin]

On 1/6/2023 at 3:09 PM, Guest RKZET said:

My question is to determine if we are able to lump proposed by-law amendments under one ballot vote - example Article II may have 3 amendments in 3 Sections? Or do we have to have 11 separate ballots - one for each amendment?

Generally, each amendment should be voted on separately, although there are some exceptions. Some amendments might be "lumped together," although this is not necessarily based on whether they are in the same article.

This does not necessarily mean a separate ballot is required for each amendment. The assembly could, if it wishes, list multiple amendments on a single ballot, with a separate section for each.

On 1/6/2023 at 3:09 PM, Guest RKZET said:

What would happen if one proposed amended is dependant upon a later Article that also has a proposed amendment?  Example: Article XIII Section 2 would limit ownership of a stock to 2, but Section 12.2. has additional wording to conform to the ownership of 2 stocks.  If Section 2 is not approved by vote, then changes to Section 12.2 is moot. or vis-a-vis

What you describe is known in RONR as "conforming amendments." In circumstances such as those, it is indeed proper to vote on those amendments together.

"When a series of isolated changes to the bylaws are needed to achieve one end—such as abolishing the office of “Historian” and eliminating all references to it—the changes should be offered in a single motion. If the changes are related in such a way that all of the individual amendments must be made, if any one of them is made, in order for the bylaws to be coherent, then the motion cannot be divided (see 27:5)." RONR (12th ed.) 57:3

Edited January 6, 2023 at 09:19 PM by Josh Martin

[Guest RKZET]

On 1/6/2023 at 3:18 PM, Josh Martin said:

Generally, each amendment should be voted on separately, although there are some exceptions. Some amendments might be "lumped together," although this is not necessarily based on whether they are in the same article.

This does not necessarily mean a separate ballot is required for each amendment. The assembly could, if it wishes, list multiple amendments on a single ballot, with a separate section for each.

Two questions on this - a single ballot - would this mean that the single ballot would contain a list of each amendment and beside each one a box for yes and no vote?

 The assembly could, if it wishes - the assembly meets annually - how could the assembly indicate in advance of the annual meeting that they would be in favor of a single ballot?  Would the Board of Directors be able to present this option at a regular meeting and approve it then?

 

What you describe is known in RONR as "conforming amendments." In circumstances such as those, it is indeed proper to vote on those amendments together.

"When a series of isolated changes to the bylaws are needed to achieve one end—such as abolishing the office of “Historian” and eliminating all references to it—the changes should be offered in a single motion. If the changes are related in such a way that all of the individual amendments must be made, if any one of them is made, in order for the bylaws to be coherent, then the motion cannot be divided (see 27:5)." RONR (12th ed.) 57:3

 

[Atul Kapur]

On 1/6/2023 at 4:47 PM, Guest RKZET said:

Two questions on this - a single ballot - would this mean that the single ballot would contain a list of each amendment and beside each one a box for yes and no vote?

Yes. And each vote would be considered a separate section and counted separately.

 

Edited January 6, 2023 at 10:29 PM by Atul Kapur

[Guest RKZET]

 

On 1/6/2023 at 4:28 PM, Atul Kapur said:

Yes. And each vote would be considered a separate section and counted separately.

 

Thank you for your reply.  I'm wondering if you might have an answer regarding the assembly (members) - 

The assembly could, if it wishes - the assembly meets annually - how could the assembly indicate in advance of the annual meeting that they would be in favor of a single ballot?  Would the Board of Directors be able to present this option at a regular meeting and approve it then?

[Josh Martin]

On 1/7/2023 at 6:39 PM, Guest RKZET said:

The assembly could, if it wishes - the assembly meets annually - how could the assembly indicate in advance of the annual meeting that they would be in favor of a single ballot?  Would the Board of Directors be able to present this option at a regular meeting and approve it then?

If the assembly only meets annually, it may well be prudent for the assembly to adopt rules delegating such matters to the board or a committee.

[Atul Kapur]

If the ballots are being printed ahead of the meeting, then those who are doing that should print them as one long ballot and bring these ballots to the meeting, along with a few scissors. If the assembly decides on a separate ballot for each question, then the tellers committee can cut them up prior to distribution (doing it the other way, with tape, glue, or staples, is a much more complicated task).

[Guest RKZET]

On 1/7/2023 at 7:45 PM, Atul Kapur said:

If the ballots are being printed ahead of the meeting, then those who are doing that should print them as one long ballot and bring these ballots to the meeting, along with a few scissors. If the assembly decides on a separate ballot for each question, then the tellers committee can cut them up prior to distribution (doing it the other way, with tape, glue, or staples, is a much more complicated task).

On 1/7/2023 at 6:50 PM, Josh Martin said:

If the assembly only meets annually, it may well be prudent for the assembly to adopt rules delegating such matters to the board or a committee.

Thank you both for your answers

[Gary Novosielski]

On 1/7/2023 at 8:45 PM, Atul Kapur said:

If the ballots are being printed ahead of the meeting, then those who are doing that should print them as one long ballot and bring these ballots to the meeting, along with a few scissors. If the assembly decides on a separate ballot for each question, then the tellers committee can cut them up prior to distribution (doing it the other way, with tape, glue, or staples, is a much more complicated task).

Excellent idea. (I know that because I also thought of it. 😊) 

Just make sure that the page breaks, if any, are in the right places, or you will need both scissors and tape.