Membership motion for vote after board

[Guest Ryan]

Our Bylaws note two particular occasions where voting members present at a meeting must vote. One is in regard to accepting new members and the other is amending the bylaws.

In the case of accepting new members, our bylaws state: 

ARTICLE X Election of Members
Section I. Prospective Members. Prospective members must be present at the Board/Membership meeting.
Section 2. Presentation of Names. The names of new applicants shall be presented to the Membership after passed on by the Board of Governors. Two negative votes by the Board of Governors shall constitute rejection of that applicant.
Section 3. Oral Vote. The election of members shall be by oral vote of the majority of regular members at any meeting at which there shall be a quorum. No rejected applicant shall be proposed again within six months thereafter.

Question one: Once the board has voted in the affirmative and looks to the members present, must a motion be made by the members to engage a vote, or may the question be asked of them directly for a vote?

For amending our bylaws, the bylaws state: 

ARTICLE XIX By-Laws Amendments
Section .I Submitting an Amendment. Proposed amendments to the By-Laws must be submitted in writing at a monthly meeting or ot the Board of Governors.
Section 2. Members Must be Notified in Writing. All members must be notified in writing of the proposed amendment prior to the next monthly meeting after its introduction. The
proposed amendments also must be posted on the Club Bulletin Board prior to the next monthly meeting after its introduction.
Section 3. Action Taken at Monthly Meetings. Actions on any proposed amendment must be taken at the monthly meetingfollowing its introduction.
Section 4. No Amendment Without Two-Thirds Attendance. These By-Laws shall not be amended, modified, orrepealed except by two-thirds ofthemembers present at any monthly meeting.

Bylaws amendments were introduced at a meeting from the bylaws committee. At the meeting where the amendment was introduced, the board discussed and amended and voted upon those amendments in the affirmative and then advertised them as required. Question two: at the next meeting, where the voting membership present will vote upon the proposed bylaws amendments, is a motion (+/- second) required of the members, or can the question be put to them directly for standing vote?

Thank you for your help! I have read and reread RRoO but not found how to navigate this scenario. 

[Josh Martin]

On 7/19/2023 at 2:30 PM, Guest Ryan said:

Our Bylaws note two particular occasions where voting members present at a meeting must vote. One is in regard to accepting new members and the other is amending the bylaws.

In the case of accepting new members, our bylaws state: 

ARTICLE X Election of Members
Section I. Prospective Members. Prospective members must be present at the Board/Membership meeting.
Section 2. Presentation of Names. The names of new applicants shall be presented to the Membership after passed on by the Board of Governors. Two negative votes by the Board of Governors shall constitute rejection of that applicant.
Section 3. Oral Vote. The election of members shall be by oral vote of the majority of regular members at any meeting at which there shall be a quorum. No rejected applicant shall be proposed again within six months thereafter.

Question one: Once the board has voted in the affirmative and looks to the members present, must a motion be made by the members to engage a vote, or may the question be asked of them directly for a vote?

I'm somewhat puzzled by your question and by the wording of the cited portion of your bylaws. Are you saying that, somehow, a board meeting and a membership meeting are happening simultaneously?

In any event, however, yes, a motion must be made to accept the application. Since this is a recommendation from the board, generally a member of the board would make this motion. (Presumably, the board members are also members of the society.)

On 7/19/2023 at 2:30 PM, Guest Ryan said:

For amending our bylaws, the bylaws state: 

ARTICLE XIX By-Laws Amendments
Section .I Submitting an Amendment. Proposed amendments to the By-Laws must be submitted in writing at a monthly meeting or ot the Board of Governors.
Section 2. Members Must be Notified in Writing. All members must be notified in writing of the proposed amendment prior to the next monthly meeting after its introduction. The
proposed amendments also must be posted on the Club Bulletin Board prior to the next monthly meeting after its introduction.
Section 3. Action Taken at Monthly Meetings. Actions on any proposed amendment must be taken at the monthly meetingfollowing its introduction.
Section 4. No Amendment Without Two-Thirds Attendance. These By-Laws shall not be amended, modified, orrepealed except by two-thirds ofthemembers present at any monthly meeting.

Bylaws amendments were introduced at a meeting from the bylaws committee. At the meeting where the amendment was introduced, the board discussed and amended and voted upon those amendments in the affirmative and then advertised them as required. Question two: at the next meeting, where the voting membership present will vote upon the proposed bylaws amendments, is a motion (+/- second) required of the members, or can the question be put to them directly for standing vote?

Yes, a motion must be made to adopt the bylaw amendment. Giving notice of a motion, in itself, does not place a question before the assembly, and the motion must still be formally made.

[Gary Novosielski]

On 7/19/2023 at 3:30 PM, Guest Ryan said:

Question one: Once the board has voted in the affirmative and looks to the members present, must a motion be made by the members to engage a vote, or may the question be asked of them directly for a vote?

Once the Board has voted in the affirmative, presumably at a Board meeting, a motion is required at the future Membership meeting, to put the question before the membership.  

On 7/19/2023 at 3:30 PM, Guest Ryan said:

Question two: at the next meeting, where the voting membership present will vote upon the proposed bylaws amendments, is a motion (+/- second) required of the members, or can the question be put to them directly for standing vote?

Yes, and for the same reason.  The approval of the proposed amendments takes place at a Board meeting.  At the next (membership) meeting, a motion is required, just as with the previous example.  And unless there is some bylaw provision against it, the matter would not go directly to a vote, but would be open to debate, amendment, postponement, referral, etc.

There seems to be some confusion, at least in the minds of some members, if not in the bylaws themselves, between meetings of the Board, and meetings of the Membership.  The rules state that proposed amendments must be submitted at a "monthly" (presumably Membership) meeting, or "ot" [sic; presumably "to"?] the Board.  There is no mention of a Bylaws Committee, or whether it reports to the Board or the Membership.   And there is no indication that if presented to the Board, the Board has any power with respect to approving proposals, except to notify the membership.  How does that vary if a proposal is offered at a membership meeting?

There is an ambiguity in Section 4, between the title of the section, "No amendment without two-thirds attendance." and what the section actually says, which is that a vote of two-thirds of those present is sufficient, without regard to attendance.  If, as the title seems to suggest, the intent of this section is to temporarily raise the quorum for the consideration of bylaws amendments to two-thirds of the entire membership, the current language does not accomplish that.

[Guest Ryan]

Thank you so much for your replies. Our bylaws specify for "combined meeting of the Board of Governors and members shall be held..." Thus, meetings of the board and membership are one and the same. For better or (mostly) worse, our bylaws have been amended many times over the years, and relics still exist, such as the ambiguity in this section. Unfortunately there is no clarification elsewhere in the bylaws. 

 

[Josh Martin]

On 7/20/2023 at 4:25 PM, Guest Ryan said:

Thank you so much for your replies. Our bylaws specify for "combined meeting of the Board of Governors and members shall be held..." Thus, meetings of the board and membership are one and the same. For better or (mostly) worse, our bylaws have been amended many times over the years, and relics still exist, such as the ambiguity in this section. Unfortunately there is no clarification elsewhere in the bylaws. 

I would strongly advise the society amend the bylaws to put an end to this practice, or in the alternative, at least adopt rules explaining how this works. RONR does not provide guidance for how to conduct a meeting of this nature.

Edited July 21, 2023 at 12:55 AM by Josh Martin

[Gary Novosielski]

On 7/20/2023 at 5:25 PM, Guest Ryan said:

Thank you so much for your replies. Our bylaws specify for "combined meeting of the Board of Governors and members shall be held..." Thus, meetings of the board and membership are one and the same. For better or (mostly) worse, our bylaws have been amended many times over the years, and relics still exist, such as the ambiguity in this section. Unfortunately there is no clarification elsewhere in the bylaws. 

 

That's utterly unworkable.  I have no words.  Well, except those. 🥴