Rules of Order

[Blu28E]

Our Board of Directors distributed changes to our By Laws and "Lake Rules", with ballots "for" or "against" these individual changes, one week prior to our annual meeting. Since our By Laws prescribe RONR as our parliamentary authority, I believe this was a wrong procedure, essentially giving the members a "take it or leave it" choice only. I believe that the proper procedure should have been for any member to make a motion on any changes, a second, discussion and final vote. Who is correct?

[Chris Harrison]

Business can only be validly conducted at a properly called meeting unless the bylaws specifically say otherwise (RONR pp. 408-409). If the bylaws do provide for business being conducted outside of the meeting you will have to work out the details for yourselves.

[Kim Goldsworthy]

Our Board of Directors distributed changes to our By Laws and "Lake Rules", with ballots "for" or "against" these individual changes, one week prior to our annual meeting. Since our By Laws prescribe RONR as our parliamentary authority, I believe this was a wrong procedure, essentially giving the members a "take it or leave it" choice only. I believe that the proper procedure should have been for any member to make a motion on any changes, a second, discussion and final vote. Who is correct?

You neglected to mention the MOST IMPORTANT FACTOR.

Namely, THE AMENDMENT METHOD FOR YOUR BYLAWS.

If the method of amendment was complied with, then the board is correct.

If the method of amendment was not complied with, then the board is incorrect.

I am quite alarmed that all this balloting stuff was "distributed" (your phrase) prior to the annual meeting, since it is a popular practice to conduct a vote on amending one's bylaws at the annual meeting, not prior to the annual meeting.

It is at the annual meeting (typically) where the motion is stated, and the motion is debated, and the motion is put (i.e., voted on).

But all my worries are for naught if the method of amendment was followed to the letter.

E.g., as long as debate does occur in the annual meeting, then all this early "distribution" stuff is a red herring, and no rule in Robert's Rules will have been violated.

[Blu28E]

Here is what our By Laws state regarding changes to the By Laws:

ARTICLE IX (Amendment of By Laws):

Section 1. This constitution and By Laws may be amended, altered or repealed by the membership of the Association at any annual meeting or any special meeting called for that purpose. An affirmative vote of two-thirds of those members present shall be required at any annual meeting. In the event a special meeting is called for the purposes herein stated, notice of such meetings shall be deposited in the mail postage prepaid, to all members at their last known address at least 30 days prior to such meeting. A copy of the proposed amendment and a ballot shall be mailed with the notice. The ballots returned by mail or by an agent to a Director, at or prior to the meetings, shall be taken into account, together with the vote of those present to determine whether an affirmative vote of those voting has been cast.

[hmtcastle]

Here is what our By Laws state regarding changes to the By Laws:

ARTICLE IX (Amendment of By Laws):

Section 1. This constitution and By Laws may be amended, altered or repealed by the membership of the Association at any annual meeting or any special meeting called for that purpose. An affirmative vote of two-thirds of those members present shall be required at any annual meeting. In the event a special meeting is called for the purposes herein stated, notice of such meetings shall be deposited in the mail postage prepaid, to all members at their last known address at least 30 days prior to such meeting. A copy of the proposed amendment and a ballot shall be mailed with the notice. The ballots returned by mail or by an agent to a Director, at or prior to the meetings, shall be taken into account, together with the vote of those present to determine whether an affirmative vote of those voting has been cast.

Well, your bylaws unwisely permit combining absentee ballots with the votes of members who are present. As you observe, the proposed amendment(s) might undergo substantial change during debate. If that happens, the absentee vote would be for an amendment different from the one that was finally voted on.

But they're your bylaws so you'll have to figure out how to live with them.

[alanh49]

Well, your bylaws unwisely permit combining absentee ballots with the votes of members who are present. As you observe, the proposed amendment(s) might undergo substantial change during debate. If that happens, the absentee vote would be for an amendment different from the one that was finally voted on.

But they're your bylaws so you'll have to figure out how to live with them.

Well normally once voting has started on a question debate and amendments are no longer in order.

[Josh Martin]

Well normally once voting has started on a question debate and amendments are no longer in order.

Yes, but a situation in which members can vote both by mail and at the meeting is hardly "normal."

[Trina]

Here is what our By Laws state regarding changes to the By Laws:

ARTICLE IX (Amendment of By Laws):

Section 1. This constitution and By Laws may be amended, altered or repealed by the membership of the Association at any annual meeting or any special meeting called for that purpose. An affirmative vote of two-thirds of those members present shall be required at any annual meeting. In the event a special meeting is called for the purposes herein stated, notice of such meetings shall be deposited in the mail postage prepaid, to all members at their last known address at least 30 days prior to such meeting. A copy of the proposed amendment and a ballot shall be mailed with the notice. The ballots returned by mail or by an agent to a Director, at or prior to the meetings, shall be taken into account, together with the vote of those present to determine whether an affirmative vote of those voting has been cast.

The highlighted words clearly seem to refer to what happens in the case of a special meeting. Whether the next sentence, regarding ballots returned, continues to refer to the special meeting case is perhaps a matter of interpretation (although it seems to me that it does indeed continue the description of what is to be done in the case of a special meeting called to amend the bylaws).

JTS clearly said in the original post that these maneuvers are taking place prior to the organization's annual meeting (NOT a special meeting).

I hereby include the obligatory citation of RONR pp. 570-573 -- principles of bylaws interpretation -- which JTS and others in the organization should consider in resolving possible ambiguity in their bylaws.

ETA:

Perhaps I should know better than to add another comment, but, the only thing I can see about the necessary procedure at the ANNUAL MEETING is:

'An affirmative vote of two-thirds of those members present shall be required at any annual meeting.'

As usual, there may be other parts of the bylaws that influence the proper interpretation of the passage quoted by JTS.

[Guest Guest]

I notice that there is discussion about whether the bylaws pertain to the annual meeting or just to a special meeting. I just want to point out that the original post said that the ballots and notice of changes were sent out one week prior to the annual meeting and that the bylaws require at least 30 days prior to the meeting (whether that applies only to special meetings or to the annual meeting). To my understanding, your bylaws have not been followed because the notice of change and ballots was only sent out one week prior to the meeting, rather than one month prior.