Bylaw vote

[Gunnar]

Good afternoon,

 

Thank you for all of your support and help. I found that our bylaws contain a provision that allows us to refer to a state and national set of bylaws when items are in question. I will refer to them.  

 

Thank you,

 

Gunnar

[Atul Kapur]

On 6/17/2024 at 4:54 PM, Gunnar said:

I have a question.  Although we have about 80 members throughout the US, we only have 36 members in the area.  How do we pass bylaw changes with 2/3 when we can't reach that number? Are we allowed to have 2/3 of members that show up to vote?

I'm curious why no one has yet raised Question (and Answer) 107 from Parliamentary Law. It appears to directly apply to this situation. 

[Richard Brown]

On 7/10/2024 at 3:04 PM, Atul Kapur said:

I'm curious why no one has yet raised Question (and Answer) 107 from Parliamentary Law. It appears to directly apply to this situation. 

I thought about question 107 from Parliamentary Law when I read the original post, but decided not to mention it at that particular point.  The conversation took off in different directions and I just never brought it up. My initial reluctance was warning more information and also due to the fact that I get the impression one of our moderators doesn’t particularly like for us to rely on that question and answer from Parliamentary Law.  🤔 

[Gary Novosielski]

For the benefit of future web archeologists, I'll quote PL Q #107 here.  But I agree with @Richard Brown that PL is not anybody's parliamentary authority, and the book is 101 years old, so the rules in RONR 12th edition may not be perfectly congruent.

Quote

 

107. Ques.  The by-laws of a society provide that they may be amended by a three-fourths vote of the entire membership, notice having been given at the previous regular meeting. These by-laws were adopted when the society was very small. Since that time it has grown to more than 600 members. It is a necessity that the by-laws be amended to meet the requirements of such a large organization. Repeated attempts have been made for two years to amend them, but it is impossible to get an attendance of three fourths of the entire membership. What can be done about it?

Ans. Since the society has adopted a provision for amend¬ ment in its by-laws that is impracticable to carry out, the only thing that can be done is to change that provision to a reasonable one, complying, in making the change, with the spirit of the exist¬ ing by-laws as nearly as possible. The makers of the by-laws did not foresee that the time would come when it would be imprac¬ ticable to secure the attendance of three fourths of the member¬ ship at a meeting. If notice of the amendment of this by-law is given as required by the by-laws, and it is adopted by a threefourths vote of the members present, and then a mail vote is taken on the adoption of the amendment as described in R. O. R., pp. 199, 200, and three fourths of the votes cast are in favor of the amendment, the amendment is adopted by a method as nearly in the spirit of the by-laws as is practicable. While voting by mail is not allowed by R. O. R. unless it is provided for in the by-laws, yet this rule must be broken in order to comply with the spirit of an unwise by-law. In R. 0. R., p. 270, the committee on by-laws is warned against similar provisions in by-laws. [See Ques. 105.]

 

 

[Richard Brown]

@Gary Novosielski thanks for posting the text of the question and answer. It’s actually one of my favorite provisions in.Parliamentary Law. I think it is the only question number I have memorized!  I used to refer to it more frequently than I do now when posting on the forum. 

[Gary Novosielski]

On 7/10/2024 at 6:45 PM, Richard Brown said:

@Gary Novosielski thanks for posting the text of the question and answer. It’s actually one of my favorite provisions in.Parliamentary Law. I think it is the only question number I have memorized!  I used to refer to it more frequently than I do now when posting on the forum. 

There's a legal/ethical concept called the Doctrine of Necessity which means so many things in so many different contexts that it might be said to mean whatever someone needs it to mean at the moment.  There seems to be a common thread that something illegal can become legal because somebody really really really had to do it—with a stipulation that they were not responsible for causing the situation.  And each example, if you dig into it, has a judgment call at the bottom with words such as serious consequences, grave peril, greater good, and similar concepts.

 A specific (and comparatively minor example) was a case regarding, if memory serves, a school board whose members could not approve a negotiated teacher contract because a majority of the entire membership (which was the required threshold) was conflicted, by virtue of being members of the same statewide union, although in several different locals.  Recusal was mandated by regulation.  A court, or perhaps some administrative law tribunal, ruled that if a majority could not vote, then by Necessity, everyone could vote.  

I think it's reasonable to say that if some condition makes it impossible to act, then reasoning such as found in PL Ques. 107 makes sense.  But even 107 does not use the word impossible, but rather impracticable.  And that seems to be a lot more of a judgment call. At what point does not trying hard enough become truly impracticable?

[Rob Elsman]

Aside from the moderator's level of affection for PL, my sense of it is that it is of primarily historical significance, but I would refer to it for help about like I would refer to a repair manual for a Model-T to guide me in the repair of a modern Ford.

[Josh Martin]

On 7/10/2024 at 3:04 PM, Atul Kapur said:

I'm curious why no one has yet raised Question (and Answer) 107 from Parliamentary Law. It appears to directly apply to this situation. 

Well, the thing about Question 107 in PL is that even General Robert does not appear to be saying that the course of action he is recommending is, in fact, compliant with the rules, but that if the society does it anyway and everyone agrees to look the other way, it will work. Indeed, he seems to acknowledge the society is breaking the rules.

"...the amendment is adopted by a method as nearly in the spirit of the by-laws as is practicable. While voting by mail is not allowed by R. O. R. unless it is provided for in the by-laws, yet this rule must be broken in order to comply with the spirit of an unwise by-law."

So I would strongly advise organizations to pursue all other courses of action first before employing this strategy. Especially if any of the members of the organization are known to be litigious. And it's not clear to me the society has yet tried any other course of action.

I would also note that I don't really think Question 107 in PL is quite on point here. That refers to a situation in which the bylaws provide that they may be amended "by a three-fourths vote of the entire membership." My understanding in the situation in Q. 107 is that the society still has a quorum at all the meetings in question, but cannot obtain the three-fourths of the membership needed to adopt an amendment to the bylaws.

The situation here is somewhat different, in that while the OP's question is regarding amending the bylaws, the problem here is not with the organization's rules concerning amending the bylaws, but with the fact that the organization is unable to obtain a quorum at all. I am not aware of a situation in PL where General Robert suggests that an organization can ignore its quorum requirement, and RONR provides for only one instance in which an organization can suspend its quorum requirement, which is not applicable here.

Edited July 12, 2024 at 01:14 PM by Josh Martin