May the executive board amend existing bylaw without the general membership vote

[Guest T Hacker]

Our existing bylaws state the rate of our annual membership dues.  Our bylaws also state that proposed amendments to amend or repeal a provision within our constitution & bylaws are required to be read at a quorum-present general membership meeting.  At the following quorum-present general membership meeting the constitution or bylaws may be amended if the proposed amendment passes with a two-thirds majority vote.  

Our society's expenses have steadily increased due to inflated costs and decreased membership.  Our Executive Board voted to raise the amount of our annual dues; however, it is difficult to propose this amendment at our general membership meetings as there is not a quorum present.  Our members support the increased dues amount. 

Does RONR offer a solution for our situation?  Can our executive board go ahead and pass this amendment without the vote of our general membership with the purpose to help offset the expenses of our society?

Regards,

T. Hacker

 

[Joshua Katz]

On 9/24/2023 at 3:56 PM, Guest T Hacker said:

Does RONR offer a solution for our situation?  Can our executive board go ahead and pass this amendment without the vote of our general membership with the purpose to help offset the expenses of our society?

 

No. The solution to  your problem is just to get a quorum at two consecutive meetings. Sometimes it helps to offer food or drinks.

[Josh Martin]

On 9/24/2023 at 2:56 PM, Guest T Hacker said:

Our existing bylaws state the rate of our annual membership dues.  Our bylaws also state that proposed amendments to amend or repeal a provision within our constitution & bylaws are required to be read at a quorum-present general membership meeting.  At the following quorum-present general membership meeting the constitution or bylaws may be amended if the proposed amendment passes with a two-thirds majority vote.  

Could you quote exactly what your bylaws say on this matter?

On 9/24/2023 at 2:56 PM, Guest T Hacker said:

Our society's expenses have steadily increased due to inflated costs and decreased membership.  Our Executive Board voted to raise the amount of our annual dues; however, it is difficult to propose this amendment at our general membership meetings as there is not a quorum present.  Our members support the increased dues amount. 

Does RONR offer a solution for our situation? 

The solution is to get a quorum.

Exactly how bad are your quorum problems? Is the issue that you can't ever get a quorum? (If so, I imagine the organization also has other problems.) Or is the issue that the attendance fluctuates such that it's difficult to get quorum at two meetings in a row? In the latter case, there may be a creative solution.

Also, when you do manage to get a quorum, you might also want to amend the bylaws to lower the quorum requirement.

On 9/24/2023 at 2:56 PM, Guest T Hacker said:

Can our executive board go ahead and pass this amendment without the vote of our general membership with the purpose to help offset the expenses of our society?

Absolutely not.

On 9/24/2023 at 3:00 PM, Joshua Katz said:

No. The solution to  your problem is just to get a quorum at two consecutive meetings. Sometimes it helps to offer food or drinks.

I think there is no doubt, based on the facts presented, that the organization will need to get a quorum at two meetings, but I'm not entirely certain they need to be two consecutive meetings. I'm not certain the organization's bylaws absolutely require the motion to be voted on at the second meeting. It may be that the motion is taken up at the second meeting, but that it can then be carried over to a future meeting, such as through postponement or adjournment.

Even to the extent that it has to be the next meeting, I would think setting an adjourned meeting would still satisfy such a rule.

Edited September 24, 2023 at 09:23 PM by Josh Martin

[Gary Novosielski]

On 9/24/2023 at 3:56 PM, Guest T Hacker said:

Can our executive board go ahead and pass this amendment without the vote of our general membership with the purpose to help offset the expenses of our society?

Of course not.

[Joshua Katz]

Mr. Martin's points are well-taken. The important point remains that the board may not act without authorization.

[Guest T. Hacker]

Thank you everyone for your knowledge and guidance!