Can bylaws be ignored via general voting?

[Guest Questioner]

On 5/17/2024 at 6:06 PM, Josh Martin said:

No. You certainly could have amended your bylaws, but you didn't. So the election is null and void, and Dustin is not eligible to serve unless and until the bylaws are amended (or until a break in service).

 

Sorry to revive an old post, re-reading, still not quite clear on a few things:

ARTICLE 13- AMENDMENTS 
13.01 The bylaws may be amended by a two-thirds vote of the members present at any general membership meeting.

For the same issue as above, when being amended, it means it adds to the bylaws?  But the vote should be "We are voting to amend the bylaws to allow Dustin to be voted if there are only one other person wants to volunteer for the position"  Does it take effect right away if 2/3 of the general membership says yes, or it's for the next meeting?  Would the bylaws document have that amendment on the bottom?

and
6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no other member desires nomination to the office.

Again, the underlined didn't say specifically "general membership IN ATTENDANCE" or "QUORUM" so can that term be used to mean either those, or does it mean ALL the parents (even not in the meeting) in membership? 
 

(for reference: 

ARTICLE 3 – MEMBERSHIP

3.01 Membership is comprised of parents, legal guardians, and caregivers of students in any music program at the Upper Moreland High School or Middle School. Members are eligible to hold positions on the General or Executive Board.

ARTICLE 5- QUORUM

A quorum for the purpose of voting at any meeting of the general membership and the Executive Board shall be 50% of the membership in attendance of said meeting.)

[Gary Novosielski]

On 6/28/2024 at 12:14 AM, Guest Questioner said:

For the same issue as above, when being amended, it means it adds to the bylaws?  But the vote should be "We are voting to amend the bylaws to allow Dustin to be voted if there are only one other person wants to volunteer for the position"  Does it take effect right away if 2/3 of the general membership says yes, or it's for the next meeting?  Would the bylaws document have that amendment on the bottom?

No.

You don't put in Dustin's name.  And you don't add anything at the bottom.

You look at the bylaws and find the rule that prevents you from doing what you want to do.  You figure out how the rule would have to be rewritten (or removed) in order to make it possible to do what you want without violating the bylaws.   You move to change that rule, stating exactly which words have to be deleted, and which words have to be added, to make the rule say what you need it to say.  That's your motion.   

It doesn't go at the end, it changes what the bylaws actually say.

 

[Josh Martin]

On 6/27/2024 at 11:14 PM, Guest Questioner said:

For the same issue as above, when being amended, it means it adds to the bylaws? 

To "amend" means to change the language bylaws. That may involve adding stuff, removing stuff, or both.

On 6/27/2024 at 11:14 PM, Guest Questioner said:

But the vote should be "We are voting to amend the bylaws to allow Dustin to be voted if there are only one other person wants to volunteer for the position"

No, that's not what it would be. Rather, you would amend the language of the bylaws, to provide some mechanism so that this person is eligible.

Apparently what you suggest is to very slightly broaden the exception from its current rule of permitting a person to serve a third term if no one else is seeking the position to allowing a third term if no more than one other person is seeking the position.

So I suppose that would look like this:

6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no more than one other member desires nomination to the office.

This is by no means the only method of accomplishing this. You could broaden the exception to apply, for example, to any case where a 2/3 vote can be obtained to suspend this rule. Or of course, the easiest solution would be to remove the rule altogether.

6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no other member desires nomination to the office.

6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no other member desires nomination to the office.

On 6/27/2024 at 11:14 PM, Guest Questioner said:

Does it take effect right away if 2/3 of the general membership says yes, or it's for the next meeting?

Amendments to the bylaws take effect immediately, unless a proviso is adopted stating otherwise.

On 6/27/2024 at 11:14 PM, Guest Questioner said:

Would the bylaws document have that amendment on the bottom?

No. The amendment is incorporated into the text of the bylaws.

On 6/27/2024 at 11:14 PM, Guest Questioner said:

6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no other member desires nomination to the office.

Again, the underlined didn't say specifically "general membership IN ATTENDANCE" or "QUORUM" so can that term be used to mean either those, or does it mean ALL the parents (even not in the meeting) in membership? 

The rule as written, in my opinion, requires a 2/3 vote of the members present and voting. Of course, a quorum must be present.

Edited June 28, 2024 at 12:56 PM by Josh Martin

[Guest Questioner]

On 6/28/2024 at 1:05 AM, Gary Novosielski said:

No.

You don't put in Dustin's name.  And you don't add anything at the bottom.

You look at the bylaws and find the rule that prevents you from doing what you want to do.  You figure out how the rule would have to be rewritten (or removed) in order to make it possible to do what you want without violating the bylaws.   You move to change that rule, stating exactly which words have to be deleted, and which words have to be added, to make the rule say what you need it to say.  That's your motion.   

It doesn't go at the end, it changes what the bylaws actually say.

 

Got it.

On 6/28/2024 at 8:56 AM, Josh Martin said:

Amendments to the bylaws take effect immediately, unless a proviso is adopted stating otherwise.

No. The amendment is incorporated into the text of the bylaws.

The rule as written, in my opinion, requires a 2/3 vote of the members present and voting. Of course, a quorum must be present.

At least the 2/3 issue is settled (was just trying to add arsenal to my argument).  

So if amending takes effect immediately, then there's a possibility we voted to amend the bylaw to allow Dustin yet another term regardless of having 3 people for the position, then proceeded with voting 2 out of 3 people.

Which seems to make voting for something against the bylaw seem acceptable - again, I'm trying to see if certain keywords needed to be present to actually do the amendment.  Does the vote need to mention "amend" "amending the bylaw" "voting 2 out of 3 people DESPITE what the bylaw says"?

Thanks.

[Gary Novosielski]

On 6/28/2024 at 12:52 PM, Guest Questioner said:

Got it.

At least the 2/3 issue is settled (was just trying to add arsenal to my argument).  

So if amending takes effect immediately, then there's a possibility we voted to amend the bylaw to allow Dustin yet another term regardless of having 3 people for the position, then proceeded with voting 2 out of 3 people.

Which seems to make voting for something against the bylaw seem acceptable - again, I'm trying to see if certain keywords needed to be present to actually do the amendment.  Does the vote need to mention "amend" "amending the bylaw" "voting 2 out of 3 people DESPITE what the bylaw says"?

Thanks.

The motion must first of all follow the rules in your bylaws for their own amendment, in terms of any previous notice required, or other possible requirements.

The actual motion is simply "To amend the bylaws as follows:   Strike the words __________ and insert in place thereof, the words ________"  or language to that effect.  See @Josh Martin's response above, which suggests language to be struck that could be what you need.

 For a full description of bylaws amendments, start at RONR (12th ed.) §57 Amendment of Bylaws.

[Josh Martin]

On 6/28/2024 at 11:52 AM, Guest Questioner said:

So if amending takes effect immediately, then there's a possibility we voted to amend the bylaw to allow Dustin yet another term regardless of having 3 people for the position, then proceeded with voting 2 out of 3 people.

No there isn't.

On 6/28/2024 at 11:52 AM, Guest Questioner said:

Which seems to make voting for something against the bylaw seem acceptable - again, I'm trying to see if certain keywords needed to be present to actually do the amendment.  Does the vote need to mention "amend" "amending the bylaw" "voting 2 out of 3 people DESPITE what the bylaw says"?

Yes, to amend the bylaws, you have to actually say you are amending the bylaws, and actually amend the bylaws to change what they say. You can't just ignore the bylaws and declare after the fact that you have "amended" the bylaws to allow that.

[Guest Questioner]

On 6/28/2024 at 5:17 PM, Josh Martin said:

No there isn't.

Yes, to amend the bylaws, you have to actually say you are amending the bylaws, and actually amend the bylaws to change what they say. You can't just ignore the bylaws and declare after the fact that you have "amended" the bylaws to allow that.

Sorry Gary, can't quite understand.  I think in layman's term... or even below that 😃

Josh, so yes, to follow up timeline-wise, the motion has to say the words to amend the bylaws to change blah blah blah, then when the voting is done in favor of the amendment, it has to go to the bylaws first.

and then the next meeting, the voting for 2 out of 3 people will then be allowed since it will then be in the amended bylaws?

[Gary Novosielski]

On 6/30/2024 at 1:05 AM, Guest Questioner said:

Sorry Gary, can't quite understand.  I think in layman's term... or even below that 😃

Josh, so yes, to follow up timeline-wise, the motion has to say the words to amend the bylaws to change blah blah blah, then when the voting is done in favor of the amendment, it has to go to the bylaws first.

and then the next meeting, the voting for 2 out of 3 people will then be allowed since it will then be in the amended bylaws?

Because your bylaws contain no previous notice requirement, that is, since your rules say you do not first have to tell what the change will be, then:

The change takes place as soon as you vote Yes on it by two thirds—Bang. There is no wait.  So you do not have to wait a month.  You can use those new rules right then and there.

[Josh Martin]

On 6/30/2024 at 12:05 AM, Guest Questioner said:

Josh, so yes, to follow up timeline-wise, the motion has to say the words to amend the bylaws to change blah blah blah, then when the voting is done in favor of the amendment, it has to go to the bylaws first.

Yes.

On 6/30/2024 at 12:05 AM, Guest Questioner said:

and then the next meeting, the voting for 2 out of 3 people will then be allowed since it will then be in the amended bylaws?

Well, it can be at the same meeting if you want. Amendments to the bylaws take effect immediately, unless the bylaws provide otherwise.

[Joshua Katz]

Sorry to confuse things further, but why can't they stick "except Dustin" into the bylaws? I'm not aware of any rule that prohibits it.

[Josh Martin]

On 6/30/2024 at 11:20 AM, Joshua Katz said:

Sorry to confuse things further, but why can't they stick "except Dustin" into the bylaws? I'm not aware of any rule that prohibits it.

I'm not aware of any such rule either. The organization is, if it wishes, free to adopt a "one-time" exception for Dustin only. I would personally advise against this, but I suppose the organization can do so if it wishes.

6.04 No Executive Board member shall hold the same office for more than two consecutive years except by recommendation of the executive board to the general membership, followed by a two thirds approval vote by the general membership and only if no other member desires nomination to the office. However, Dustin [Last Name] is permitted to hold the same office for three consecutive years.

Edited June 30, 2024 at 04:27 PM by Josh Martin

[Gary Novosielski]

On 6/30/2024 at 12:20 PM, Joshua Katz said:

Sorry to confuse things further, but why can't they stick "except Dustin" into the bylaws? I'm not aware of any rule that prohibits it.

Well, they could of course.  It's not against the rules to insert foolish language in the bylaws.

[Richard Brown]

On 6/30/2024 at 11:26 AM, Josh Martin said:

However, Dustin [Last Name] is permitted to hold the same office for three consecutive years.

I agree that’s such an amendment would be in order. Unusual perhaps, but not out of order.

[Gary Novosielski]

On 6/30/2024 at 12:38 PM, Richard Brown said:

I agree that’s such an amendment would be in order. Unusual perhaps, but not out of order.

But just because you have the right to do it doesn't mean it's right to do it.

[Guest Questioner]

ARTICLE 13- AMENDMENTS

13.01 The bylaws may be amended by a two-thirds vote of the members present at any general membership meeting.
13.02 A Bylaws Committee shall be formed a minimum of every five years to review and amend the bylaws.

Additional info.  Looks like amendments can take effect immediately after the vote even though it is against what was said in the bylaws, except the motion didn't include the word "amend" which makes the vote to include Dustin to run for 3rd consecutive term, even though there were already 2 candidates.  And thus nullify the actual vote for Dustin to run his 3rd term (5th year)! 

Same exact thing happened last year, which just makes this downright discriminatory - voting (incorrectly) to "clarify" allowing Dustin to be the 3rd person even after knowing that there's already 2 candidates that will fill the "position".

[Dan Honemann]

On 6/30/2024 at 10:53 PM, Guest Questioner said:

ARTICLE 13- AMENDMENTS

13.01 The bylaws may be amended by a two-thirds vote of the members present at any general membership meeting.
13.02 A Bylaws Committee shall be formed a minimum of every five years to review and amend the bylaws.

Additional info.  Looks like amendments can take effect immediately after the vote even though it is against what was said in the bylaws, except the motion didn't include the word "amend" which makes the vote to include Dustin to run for 3rd consecutive term, even though there were already 2 candidates.  And thus nullify the actual vote for Dustin to run his 3rd term (5th year)! 

Same exact thing happened last year, which just makes this downright discriminatory - voting (incorrectly) to "clarify" allowing Dustin to be the 3rd person even after knowing that there's already 2 candidates that will fill the "position".

It appears that your bylaws can be amended by a two-thirds vote without previous notice. 

I don't know if these motions to allow Dustin to do whatever they allow him to do were adopted by a two-thirds vote, nor do I know if any point of order was raised concerning a failure to obtain a two-thirds vote if there was such a failure, but from what little I have read here I would just regard what was adopted as having been validly adopted and forget about it.

[Guest Questioner]

There were 2/3 votes in favor from the parents in attendance.  The motion to vote was done after another parent stated that the bylaws says Dustin can't run since there are already 2 candidates.  I think the only unclear part is whether the motion is valid or not since "amend" was not part of the motion to vote to include Dustin.   

[Dan Honemann]

On 7/1/2024 at 1:45 PM, Guest Questioner said:

There were 2/3 votes in favor from the parents in attendance.  The motion to vote was done after another parent stated that the bylaws says Dustin can't run since there are already 2 candidates.  I think the only unclear part is whether the motion is valid or not since "amend" was not part of the motion to vote to include Dustin.   

Consider it valid and move on.

[Guest Questioner]

On 5/16/2024 at 6:15 PM, Joshua Katz said:

First, no, it isn't automatic that if a person stays in office. The body could withhold its consent by anything more than 1/3. And if no one runs, people can always find someone and nominate them. In other words, yes, making officers follow the rules takes work, but that's for the same reason it always is - magic wands aren't available. Bottom line - either the organization cares to follow its own rules, or it doesn't. If it doesn't, it will continue doing what it feels like until it steps over a line and either people start to care, or there's legal action.

Second, I agree with the other answers that, no, clearing a 2/3 vote threshold for a motion that conflicts with your bylaws does not 

A motion is what is stated by the chair before the vote. If what is stated conflicts with the bylaws, it is null. If the chair did not say you were voting to amend the bylaws, you were not voting to amend the bylaws.

 

On 5/17/2024 at 6:06 PM, Josh Martin said:

No. You certainly could have amended your bylaws, but you didn't. So the election is null and void, and Dustin is not eligible to serve unless and until the bylaws are amended (or until a break in service).

 

Ok, based on the last couple comments by Dan Honemann (who seems to know the rules as well?), it seems like bylaws "can be ignored via general voting" after all.

Provided that there's a vote first to allow Dustin to be included as a 3rd candidate (seemingly without the word "amend the bylaw" or something similar) and a second vote to actually vote the 2 candidates (out of 3).

Just when everything was actually clear...

[Atul Kapur]

On 7/1/2024 at 5:32 PM, Guest Questioner said:

Dan Honemann (who seems to know the rules as well?)

Check the list of authors of the current edition of RONR (and the 10th, and the 11th)

On 7/1/2024 at 5:32 PM, Guest Questioner said:

it seems like bylaws "can be ignored via general voting" after all.

Not to put words in his mouth, but the message is more that it seems to be too late to correct this particular mistake (if one was actually made) at this time. Most errors of parliamentary procedure need to be corrected almost immediately, sometimes referred to here as the "You Snooze — You Lose" rule (YSYL).

I said "if one was actually made" because you told us that "to make it clear, the president asked again if Person can be part of the candidates, and majority raised their hands" and later told us that this was supported by at least 2/3 of those who voted. So this would appear to have achieved the threshold required by Bylaws Article 6.04.

Yes, the language "only if no other member desires nomination to the office" leads to some confusion as to how it applies in this situation of co-treasurers and it should be amended (for what it's worth, had I been presiding, I would have ruled that Dustin was not eligible for re-election). However, given the reality that the membership approved this by a 2/3 vote, it appears impractical to try to challenge the outcome now. Remember that it is the membership that will decide whether the challenge is successful.

Edited July 1, 2024 at 10:28 PM by Atul Kapur

[Dan Honemann]

 

On 7/1/2024 at 5:32 PM, Guest Questioner said:

 

Ok, based on the last couple comments by Dan Honemann (who seems to know the rules as well?), it seems like bylaws "can be ignored via general voting" after all.

Provided that there's a vote first to allow Dustin to be included as a 3rd candidate (seemingly without the word "amend the bylaw" or something similar) and a second vote to actually vote the 2 candidates (out of 3).

Just when everything was actually clear...

A while back, you posted this:

"So if amending takes effect immediately, then there's a possibility we voted to amend the bylaw to allow Dustin yet another term regardless of having 3 people for the position, then proceeded with voting 2 out of 3 people."

I'm suggesting that you consider this as having been what was done.

[Josh Martin]

On 6/30/2024 at 8:53 PM, Guest Questioner said:

Looks like amendments can take effect immediately after the vote even though it is against what was said in the bylaws, except the motion didn't include the word "amend" which makes the vote to include Dustin to run for 3rd consecutive term, even though there were already 2 candidates.  And thus nullify the actual vote for Dustin to run his 3rd term (5th year)! 

I don't know how many times I have to explain this, but you have not amended the bylaws.

Notwithstanding the fact that amendments to the bylaws take effect immediately (and that your bylaws do not require previous notice), in order to amend the bylaws, you have to actually amend the bylaws, which includes changing the actual words of the bylaws, because the bylaws are an actual document, not a metaphorical concept. The amendment must clearly and specifically describe the manner in which the bylaws are to be amended, precisely specifying how the words of the bylaws are to be changed.

You cannot simply ignore the bylaws and declare, after the fact that the bylaws have been amended to avoid this conflict.

So if the election of Dustin was null and void on the grounds that he was ineligible for office, then that election was, is, and remains null and void. If the organization, in the future, amends the bylaws so that Dustin is eligible, he can then be elected.

Even to the extent that this is viewed as some sort of metaphysical amendment, the bylaws should, as soon as possible, actually be amended, so that everyone is clear on what the rule now is.

On 6/30/2024 at 8:53 PM, Guest Questioner said:

Same exact thing happened last year, which just makes this downright discriminatory - voting (incorrectly) to "clarify" allowing Dustin to be the 3rd person even after knowing that there's already 2 candidates that will fill the "position".

Your organization cannot simply ignore the bylaws, as explained above. Your organization can, however, amend the bylaws to include whatever rules it wishes, so long as those rules are not in conflict with higher level rules, such as those found in applicable law.

On 7/1/2024 at 11:45 AM, Guest Questioner said:

There were 2/3 votes in favor from the parents in attendance.  The motion to vote was done after another parent stated that the bylaws says Dustin can't run since there are already 2 candidates.  I think the only unclear part is whether the motion is valid or not since "amend" was not part of the motion to vote to include Dustin.   

The fact that "amend" wasn't part of the motion isn't the problem.

You say that the bylaws were "amended." In what manner were they amended? What is the rule now that the bylaws have been amended? What is the exact language of this rule?

If you can't answer those questions, I think that demonstrates that the bylaws have not, in fact, been amended.

On 7/1/2024 at 4:34 PM, Dan Honemann said:

"So if amending takes effect immediately, then there's a possibility we voted to amend the bylaw to allow Dustin yet another term regardless of having 3 people for the position, then proceeded with voting 2 out of 3 people."

So what, exactly, do the bylaws say now?

Additionally, how exactly does this square with Official Interpretation 2006-17?

Edited July 1, 2024 at 11:23 PM by Josh Martin

[Dan Honemann]

On 7/1/2024 at 7:20 PM, Josh Martin said:

So what, exactly, do the bylaws say now?

Additionally, how exactly does this square with Official Interpretation 2006-17?

First of all, if you look at your last post you will see that you have quoted me as saying something the OP said, upon which I relied.

I don't know exactly what the motion was, but I am assuming it was something such as "that Dustin be allowed to be a candidate for Treasurer in the 2024 election." 

As to 2006-17, we are told that the motion here was adopted by the vote required to amend the bylaws.

[Guest Questioner]

On 7/1/2024 at 6:04 PM, Atul Kapur said:

Check the list of authors of the current edition of RONR (and the 10th, and the 11th)

Not to put words in his mouth, but the message is more that it seems to be too late to correct this particular mistake (if one was actually made) at this time. Most errors of parliamentary procedure need to be corrected almost immediately, sometimes referred to here as the "You Snooze — You Lose" rule (YSYL).

I said "if one was actually made" because you told us that "to make it clear, the president asked again if Person can be part of the candidates, and majority raised their hands" and later told us that this was supported by at least 2/3 of those who voted. So this would appear to have achieved the threshold required by Bylaws Article 6.04.

Yes, the language "only if no other member desires nomination to the office" leads to some confusion as to how it applies in this situation of co-treasurers and it should be amended (for what it's worth, had I been presiding, I would have ruled that Dustin was not eligible for re-election). However, given the reality that the membership approved this by a 2/3 vote, it appears impractical to try to challenge the outcome now. Remember that it is the membership that will decide whether the challenge is successful.

I checked the list of authors, so it seems Dan Honemann's words have a heavier weight.  For this issue, is John Martin wrong?  Not so much trying to correct the mistake, but to point out whether it was wrong or that some form of bullying was taking place.  (Still insisting on allowing Dustin to be a candidate even after the known fact that there were already 2 candidates to fill the positions).  Normally, it should be "well, that motion is a moot point since we already have 2 candidates".  

Again, moving forward (I don't think aside from the word "amend" that the word "motion/motioned" was even mentioned) if this matter is "valid", then does the bylaw need to be amended for the future or does it only stay in the minutes?

I apologize to the others, as we are getting more conflicted.  I guess this is why I was so confused.  

[Dan Honemann]

On 7/1/2024 at 11:13 PM, Guest Questioner said:

I checked the list of authors, so it seems Dan Honemann's words have a heavier weight.  For this issue, is John Martin wrong?  Not so much trying to correct the mistake, but to point out whether it was wrong or that some form of bullying was taking place.  (Still insisting on allowing Dustin to be a candidate even after the known fact that there were already 2 candidates to fill the positions).  Normally, it should be "well, that motion is a moot point since we already have 2 candidates".  

Again, moving forward (I don't think aside from the word "amend" that the word "motion/motioned" was even mentioned) if this matter is "valid", then does the bylaw need to be amended for the future or does it only stay in the minutes?

I apologize to the others, as we are getting more conflicted.  I guess this is why I was so confused.  

What, exactly, do the minutes say happened that allowed Dustin to be a candidate for Treasurer?  

You've told us that this was agreed to by a two-thirds vote, and I am asking you what, exactly, word-for-word, do the minutes say was agreed to by this vote. As I indicated above, I am assuming it was something such as "that Dustin be allowed to be a candidate for Treasurer in the 2024 election." I am also assuming that Dustin is currently serving in the office to which he was elected, and no formal challenge has been raised to his right to be doing so. 

Not always, but very often, when different opinions are expressed in this forum it is because the individuals expressing those opinions have different understandings of the relevant facts. I can assure you that Mr. Martin is a very highly respected parliamentarian, and rightfully so.  The opinions he has given you here are sound.  Once the facts are fully understood, I suspect it will become apparent that the advice I have given you to put this particular event behind you and move on is based more on practicalities than parliamentary law, but we shall see.