Amending a Motion for By-Law changes

[Guest Casey]

A 501c3 board I sit on previously made a motion to have our president (at the time, now past president) make amendments to the by-laws. It has been 6 months and those changes have not been finalized. How do I make a motion to move away from this and look into hiring a legal professional to review and make suggested changes? Many of our by-laws are missing key pieces of procedure and some we don't even have any for (privacy, confidentiality, etc.).

[Josh Martin]

On 5/6/2024 at 8:54 AM, Guest Casey said:

How do I make a motion to move away from this and look into hiring a legal professional to review and make suggested changes?

I think the motion would look something like this:

"I move to amend the motion adopted at the XXX board meeting directing the President to draft amendments to the bylaws, by directing the President to instead hire a legal professional to draft amendments to the bylaws, at a cost not to exceed $XXX."

[Richard Brown]

I agree with Mr. Martin.  The motion is a motion to amend (or to rescind) something previously adopted.

[Guest Casey]

On 5/6/2024 at 9:28 AM, Josh Martin said:

I think the motion would look something like this:

"I move to amend the motion adopted at the XXX board meeting directing the President to draft amendments to the bylaws, by directing the President to instead hire a legal professional to draft amendments to the bylaws, at a cost not to exceed $XXX."

How would I phrase it if I don't yet know the costs? I have reached out to a couple of lawyers in my area but am afraid I wont hear back in time for the meeting this month and we won't meet again until September.  And thanks so much for the help; myself (VP) and the President are newbies to the organization and no one really explained to us anything about Roberts Rules. They just seem to use it against us when we do something wrong but they do whatever they want since we don't realize they are doing it wrong. We have had to cram a lot of education in so we can try to start doing everything by the book.

[Josh Martin]

On 5/6/2024 at 10:12 AM, Guest Casey said:

How would I phrase it if I don't yet know the costs?

I don't expect you to know the exact costs. That's why I phrased as "not to exceed." I would estimate on the higher end to allow some latitude for the President. I do propose some cost cap in there, however, as I don't think it's advisable as a practical matter to authorize the President to spend an unlimited amount of money on this.

In the alternative, if you truly do not have the slightest idea what this will cost, this might be another solution:

"I move to amend the motion adopted at the XXX board meeting directing the President to draft amendments to the bylaws, by directing the President to instead seek XXX bids from legal professionals for drafting amendments to the bylaws, and for the President to report back to the board on these bids at the XXX board meeting."

In the above motion, the President is directed to do further research and to present that information to the board, so that the board may make an informed decision on the subject, rather than directly authorizing the President to hire an attorney.

[Joshua Katz]

If you are going to authorize the President to hire an attorney, I'd instruct him to hire one with experience with your state's corporate laws, non-profit law, and, preferably, parliamentary procedure.