Once a by-law change has been submitted according to a non profit's submission deadline, can it be changed prior to the vote at a meeting after the non profits deadline

[Ann Sundermann]

amendment information ARTICLE VIII.docx

[Atul Kapur]

Yes, provided that the amendment to the proposal is within the scope of notice of the proposal (as the excerpt you provided requires that members be given notice of the proposals). See RONR 57:10-13, particularly 57:11.

[Weldon Merritt]

I concur with Dr. Kapur. But although you didn't ask about the vote requirement, I feel compelled to point out that the wording of your Article IX is problematic. The wording could be interpreted to mean that amendments coed be adopted by less than a majority of the members present. Example: Say you have 10 members present. A majority opt of ten is sox six. And 2/3 of a majority (2/3 of 6) is four. So an amendment could be adopted by four votes, even if everyone else voted no!

That, of course, seems absurd, and I'm confident that this is not what the drafters meant, but that is a lateral interpretation. And this is the sort of thing than can happen when a group tries to come up with its own language when the RONR language serves quote well.

I recommend amending the provision to say either "a two-thirds vote" (which is the RONR-preferred term and means two-thirds of those present and voting) or "a vote of two-thirds of the members present" (which has the effect of making abstentions the equivalent of a negative vote, if that's what you really want). In neither case is the term "majority" appropriate. A majority is one thing; two-thirds is another. (Obviously, two-thirds is a majority, but the converse is not necessarily true. Any fraction larger than one-half is a majority.)

Edited September 21, 2023 at 02:07 AM by Weldon Merritt
Corrected a typo.

[Joshua Katz]

On 9/20/2023 at 9:10 PM, Weldon Merritt said:

A majority opt ten is sox.

Indeed.

[Weldon Merritt]

On 9/20/2023 at 7:10 PM, Weldon Merritt said:

A majority opt ten is sox.

On 9/20/2023 at 7:18 PM, Joshua Katz said:

Indeed.

Darn! Typing and proofreading are not my forte!

[Guest by-law change submission]

To confirm by example - say the by-law change "to hold a meeting in March of every year" is presented properly with in the 40 day prior to meeting timeline. This is published and distributed to the members, per the by-laws.

It would then be acceptable to edit the by-law change after the 40 days prior to the meeting submission deadline to read" to hold a meeting in December of every year"?

Would you vote on the original submission that met the timeline or the amended version that was after the timeline?  Wouldn't the edited version have to be re-submitted in its entirety at the next available submission time?

 

 

[Atul Kapur]

Changing it from March to December could be considered outside the scope of notice.

The boundaries of scope of notice are (i) the current situation, and (ii) what is proposed.

The usual example is dues or membership fees. Say that the current fee is $100. Your organization distributes a proposal to amend the bylaws to make it $125.

At the meeting, any amendment to set it between $100 and $125 can be considered and adapted, and you can vote on the amended proposal at the same meeting. 

Any amendment to reduce the fee below $100 or increase it above $125 would be ruled out of order and not considered at all.

So in your example, I would say it depends on what the current situation is. Is this a proposal to add a new meeting? To change the month of a meeting that is currently happening?

[Guest Example given]

I gave that item of the meeting as an example only. 

We are a youth organization that has qualifying activities.  Those are to be held on specific dates, according to our by-laws. A by-law was submitted according to the time frame needed, to add another event date.  It was distributed to the membership prior to the meeting, to be held next week.  The author of the submitted document would like to amend the original document to change the date later by 2 months, and still wants it to be voted on next week. I think the original document should be voted on and if edited, the edited submission would need to be submitted again, in accordance with the time frame and requirements in the by-laws. Would you agree?

 

To confirm by example - say the by-law change "to hold a meeting in March of every year" is presented properly with in the 40 day prior to meeting timeline. This is published and distributed to the members, per the by-laws.

It would then be acceptable to edit the by-law change after the 40 days prior to the meeting submission deadline to read" to hold a meeting in December of every year"?

Would you vote on the original submission that met the timeline or the amended version that was after the timeline?  Wouldn't the edited version have to be re-submitted in its entirety at the next available submission time?

 

 

[Atul Kapur]

The question is whether it is within scope of notice to change the date from March to December. Think of the following question to help answer that question: Would a reasonable member who saw the original motion (with the original date) and decided not to attend the meeting be surprised to see that the motion was adopted with the different date? If that person would not be surprised, then it is likely within scope and the amendment and amended motion can be voted upon at the same meeting — If that person would be surprised, it's likely outside of scope and the amendment should be ruled out of order.

Since this is a new event, I believe that the scope of notice is broader than if the motion was trying to move a current event. But my opinion is not determinative. The decision on whether the amendment is within scope is made by the presiding officer. A member who disagrees can appeal from the decision of the chair. If the appeal is seconded then the meeting will vote on whether to uphold or reverse the chair's decision. It takes a majority vote against upholding the decision to reverse it.

The presiding officer could also leave the decision to the assembly to decide, by a majority vote.

 

[Gary Novosielski]

On 9/21/2023 at 3:07 PM, Guest Example given said:

It would then be acceptable to edit the by-law change after the 40 days prior to the meeting submission deadline to read" to hold a meeting in December of every year"?

If it's within the 40-day period, you cannot submit a new notice since it is then too late.

And you can't amend a motion that hasn't been moved yet.  You can move to change it at the meeting, however, if it is within the scope of the change that was proposed in the first notice.  Since we don't know what the current dates are, we can't tell whether it is or not.

[Guest Thank you]

Thank you

[Josh Martin]

On 9/21/2023 at 2:07 PM, Guest Example given said:

We are a youth organization that has qualifying activities.  Those are to be held on specific dates, according to our by-laws. A by-law was submitted according to the time frame needed, to add another event date.  It was distributed to the membership prior to the meeting, to be held next week.  The author of the submitted document would like to amend the original document to change the date later by 2 months, and still wants it to be voted on next week. I think the original document should be voted on and if edited, the edited submission would need to be submitted again, in accordance with the time frame and requirements in the by-laws. Would you agree?

Because this amendment involves the addition of a new event, in my view, changing the date for the new event is within the scope of notice. So I do not agree that the edited submission will need to be submitted again. The assembly may adopt this amendment and then adopt the bylaw amendment, as amended, at the same meeting.

(It's somewhat unclear to me why events [other than meetings] and event dates are specified in the bylaws to begin with, rather than in a lower-level rule, but I suppose that's ultimately up to the society.)

I concur with Mr. Novosielski, however, that the member will have to wait until the meeting to make his motion to amend. A majority vote is required to adopt the amendment.

On 9/21/2023 at 6:57 PM, Gary Novosielski said:

Since we don't know what the current dates are, we can't tell whether it is or not.

As I understand the facts, this is a new event. So there are no current dates.

Edited September 22, 2023 at 11:37 AM by Josh Martin