Amendments

[Guest Mario]

On 4/13/2024 at 5:26 PM, Joshua Katz said:

Do your bylaws require notice for amendments? Clearly if it was "missed and not included in the proposed documen sent to members" then it lacked notice. As to "some things were mentioned during the discussion . . . and added after" that sounds nonsensical. Unless someone made a motion to amend and it was voted on, you can't just add stuff to the bylaws because someone mentioned it in discussion. 

It says that bylaws can only be amended at the annual meeting, amendments can be proposed by any member (but have to first be approved by their local association/ council and also by the policy workgroup) and the notice of motion to amend the bylaws has to be sent to the parent organization by a specific date and then sent out to all members 45 days before the annual meeting.

And the document sent to members did not simply have one or a few amendments, there were a lot! And the minutes just say something like be it resolved that the parent organization adopt the amended bylaws and then it says "carried" and that is it, so there is nothing mentioned in the minutes about more motions to make more amendments.

[Atul Kapur]

On 4/13/2024 at 2:27 PM, Guest Mario said:

Thank you for your help.

If I have pointed out that this sentence was not in the previous bylaw document, nor in the proposed (amended) bylaw document (that was sent to members before the annual meeting) and now it is in the new one, so I asked how it got there. The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

Now my question is, aren't any discussions and additional amendments included in the meeting minutes? Because in the minutes, all it says is carried, there is no mention of more amendments to the proposed document. 

Or if there was lengthy discussions which lead to more amendments, does that mean it is not included in the minutes? I don't know how this works.

I'm asking because how can members know if any changes were done to bylaw documents if they're not pointed out? The proposed document had any amendments as highlighted words or sentences to show they're new, and strikeouts of words or sentences. So it is easy to see where proposed changes were. If it weren't for that, you'd only know of changes if you compare word for word the old and new documents, which would take lots of time!

 

This all reinforces the response you have received that you should make a point of order that the amendment did not include this added sentence and that it was never properly added to the bylaws so must be removed from the published bylaws.

All of this informal discussion still leaves these questions and the way to resolve them officially is to make the point of order and, if necessary, an appeal.

You may want to suggest that a professional parliamentarian be hired to provide a parliamentary opinion on whether the sentence was properly added to the bylaws. That may provide some clarity (although it sounds like the leadership may not agree to this).

[Josh Martin]

On 4/13/2024 at 1:27 PM, Guest Mario said:

The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

Well, being "mentioned during the discussion" doesn't cut it.

If they're suggesting the proposed document was amended at the annual meeting, that's one thing. (And there's limits on "scope of notice" for bylaw amendments.) But they can't just add things after the fact based on the discussion. If more items arise during discussion which necessitate additional amendments, but more time is needed to draft those amendments, then those amendments should be brought forth at a future meeting.

On 4/13/2024 at 1:27 PM, Guest Mario said:

Now my question is, aren't any discussions and additional amendments included in the meeting minutes? Because in the minutes, all it says is carried, there is no mention of more amendments to the proposed document. 

Discussion doesn't belong in the minutes, but any additional amendments should be included in the minutes.

To be clear, however, if the minutes are incorrect, then the minutes can be fixed.

On 4/13/2024 at 1:27 PM, Guest Mario said:

Or if there was lengthy discussions which lead to more amendments, does that mean it is not included in the minutes? I don't know how this works.

Again, the amendments are included in the minutes, but the discussion isn't.

In any event, no one can just add more amendments after the fact based on discussion. The amendments have to actually be voted on.

On 4/13/2024 at 1:27 PM, Guest Mario said:

I'm asking because how can members know if any changes were done to bylaw documents if they're not pointed out? The proposed document had any amendments as highlighted words or sentences to show they're new, and strikeouts of words or sentences. So it is easy to see where proposed changes were. If it weren't for that, you'd only know of changes if you compare word for word the old and new documents, which would take lots of time!

Well, this is a separate question, I think.

As I understand it, what's alleged at this time is that these changes were not included in the proposed amendments at all. If that's the case, there's no doubt that they are not valid.

If these amendments were included in the proposed amendments, but weren't clearly marked, I think that's somewhat different. If these are adopted as individual amendments, each amendment needs to be called out. But if this was adopted as a complete revision to the bylaws, amendments need not be highlighted (although this is typically done as a courtesy to members, unless the bylaws are changed so radically that it's simply not feasible to do that).

Edited April 14, 2024 at 09:03 AM by Josh Martin

[Guest Mario]

On 4/14/2024 at 5:01 AM, Josh Martin said:

Well, being "mentioned during the discussion" doesn't cut it.

If they're suggesting the proposed document was amended at the annual meeting, that's one thing. (And there's limits on "scope of notice" for bylaw amendments.) But they can't just add things after the fact based on the discussion. If more items arise during discussion which necessitate additional amendments, but more time is needed to draft those amendments, then those amendments should be brought forth at a future meeting.

Discussion doesn't belong in the minutes, but any additional amendments should be included in the minutes.

To be clear, however, if the minutes are incorrect, then the minutes can be fixed.

Again, the amendments are included in the minutes, but the discussion isn't.

In any event, no one can just add more amendments after the fact based on discussion. The amendments have to actually be voted on.

Well, this is a separate question, I think.

As I understand it, what's alleged at this time is that these changes were not included in the proposed amendments at all. If that's the case, there's no doubt that they are not valid.

If these amendments were included in the proposed amendments, but weren't clearly marked, I think that's somewhat different. If these are adopted as individual amendments, each amendment needs to be called out. But if this was adopted as a complete revision to the bylaws, amendments need not be highlighted (although this is typically done as a courtesy to members, unless the bylaws are changed so radically that it's simply not feasible to do that).

You are correct, these changes (this sentence) was NOT included in the proposed amended document sent to members prior to the annual meeting. This sentence was not there, now it is. Thank you for this information.