Does scope of notice still apply?

[Laura Meade]

A proposed bylaw was noticed within the proper 3 week period. Now there is a member that wants to propose a substitute while the noticed amendment is pending (in the upcoming meeting).  I had always understood that any primary or secondary amendments had to be within the scope of notice and couldn't increase or introduce new changes to the proposed amendment, BUT I see that RONR seems to say that scope of notice only applies if a majority of the entire membership is not present.  If a majority of the entire membership IS present, does scope of notice still apply? Can the member propose a germane but quite different substitute while the noticed amendment is pending?

"57:11    If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6))."

(Section 35:2(6) doesn't mention the lack of a majority of the entire membership.)

"57:12    The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes."

[Josh Martin]

On 1/20/2023 at 2:53 PM, Libran said:

I had always understood that any primary or secondary amendments had to be within the scope of notice and couldn't increase or introduce new changes to the proposed amendment, BUT I see that RONR seems to say that scope of notice only applies if a majority of the entire membership is not present.  If a majority of the entire membership IS present, does scope of notice still apply?

It depends. What do your bylaws say concerning their amendment?

The reason RONR says what it does in the citation in question is that in some cases, the bylaws may be amended WITHOUT notice, but a higher voting threshold is required for adoption. For example, RONR provides that if the bylaws are silent concerning their amendment, the bylaws may be amended by a 2/3 vote with notice OR by a vote of a majority of the entire membership.

In a circumstance such as this, where the bylaws may be amended without notice (albeit with a higher threshold for adoption), the effect of adopting an amendment which exceeds the scope of notice is that the situation becomes the same as for adopting a bylaw amendment without notice. That is, the higher vote threshold is now required.

If the circumstances are such that this higher vote threshold would be impossible to meet (such as if a majority of the entire membership is required for adoption and there are not that many members present), then an amendment which exceeds the scope of notice is out of order.

On the other hand, if the bylaws provide that previous notice is required to amend the bylaws without exception, then an amendment which exceeds the scope of notice is not in order, period.

A more complete discussion of this topic can be found in RONR (12th ed.) 35:4.

“As noted in Standard Descriptive Characteristic 6 above, when previous notice is a requirement for the adoption of a motion to Rescind or Amend Something Previously Adopted, no subsidiary motion to Amend is in order that proposes a change greater than that for which notice was given. This is always the case, for example, when the bylaws of an organization require previous notice for their amendment, which they should do (56:50–53). It will also be the case, as a practical matter, whenever a majority of the entire membership is not in attendance at the time the vote is taken on a motion to rescind or amend a provision of the constitution or bylaws, or a special rule of order. In either of the situations described above, no subsidiary motion to Amend is in order that proposes a change going beyond the scope of the notice which was given, for the reason that adoption of such a motion will destroy the effect of the notice, and the motion is thus tantamount to a motion to Postpone Indefinitely.“ RONR (12th ed.) 35:4

Edited January 20, 2023 at 11:41 PM by Josh Martin

[Gary Novosielski]

On 1/20/2023 at 6:39 PM, Josh Martin said:

"In either of the situations described above, no subsidiary motion to Amend is in order that proposes a change going beyond the scope of the notice which was given, for the reason that adoption of such a motion will destroy the effect of the notice, and the motion is thus tantamount to a motion to Postpone Indefinitely.“ RONR (12th ed.) 35:4

That's bizarre.

I can understand that loss of effective previous notice can change the voting threshold or even make the motion out of order if there's no longer any valid mechanism to adopt it, but I don't understand how it would become tantamount to a motion to Postpone Indefinitely.

Assuming that "the motion" here refers to the motion to Amend Something Previously Adopted, then would it become tantamount to a motion to Postpone Indefinitely Something Previously Adopted?  That's clearly absurd, since an adopted motion is no longer pending.  But if not that, what does it propose to postpone?  Itself?  

My head hurts.

[Laura Meade]

The bylaws only require a majority vote with notice.

[Atul Kapur]

Then in your situation, this is the relevant portion of Mr. Martin's response 

On 1/20/2023 at 6:39 PM, Josh Martin said:

if the bylaws provide that previous notice is required to amend the bylaws without exception, then an amendment which exceeds the scope of notice is not in order, period.

 

 

Edited January 21, 2023 at 08:09 AM by Atul Kapur

[Josh Martin]

On 1/20/2023 at 6:04 PM, Gary Novosielski said:

I can understand that loss of effective previous notice can change the voting threshold or even make the motion out of order if there's no longer any valid mechanism to adopt it, but I don't understand how it would become tantamount to a motion to Postpone Indefinitely.

Assuming that "the motion" here refers to the motion to Amend Something Previously Adopted, then would it become tantamount to a motion to Postpone Indefinitely Something Previously Adopted?  That's clearly absurd, since an adopted motion is no longer pending.  But if not that, what does it propose to postpone?  Itself?  

My understanding is that when the text says "the motion is thus tantamount to a motion to Postpone Indefinitely," the phrase "the motion" refers not to the main motion to amend the bylaws, but to the subsidiary amendment which exceeds the scope of notice. In circumstances where adopting such an amendment would raise the voting threshold to one which is impossible to meet, this has the same effect as a motion to Postpone Indefinitely, in that it would kill the main motion without a direct vote on it.

On 1/20/2023 at 6:07 PM, Libran said:

The bylaws only require a majority vote with notice.

Based on these additional facts, the answers to your original questions are...

On 1/20/2023 at 4:53 PM, Libran said:

If a majority of the entire membership IS present, does scope of notice still apply?

Yes.

On 1/20/2023 at 4:53 PM, Libran said:

Can the member propose a germane but quite different substitute while the noticed amendment is pending?

No.

Edited January 21, 2023 at 01:16 PM by Josh Martin

[Laura Meade]

Thanks for the great replies and insight into this.