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Amending bylaws without prior notice


Matt Schafer

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I'm a director of a condominium association. I believe we need to make some changes to the bylaws, and I wanted to see if I understand the requirements for amendment correctly.

In the discussion of amendments, the bylaws state: "Subject to the terms of the Declaration, these Bylaws may be altered, amended or repealed and new Bylaws adopted by the Board of Directors...." None of the other governance documents (state law, Articles of Incorporation, Declaration) have any conflicting provisions. So the board of directors is the only group that is authorized to amend bylaws.

If a motion to amend the bylaws is made without prior notice, is a majority of the directors at a board meeting sufficient to adopt the amendment? RONR (10th ed.), p. 562, l. 13-18 and p. 390, l. 25 to p. 391, l. 4 would indicate that the answer is yes. Since our association currently has three directors (with no vacancies), an affirmative vote of two directors at a board meeting at which there is a quorum would change the bylaws. Is my interpretation correct?

Now let me throw in another little wrinkle. The bylaws do not specify RONR as the rules of order for the association or its board. (This is one of the things that I want to change in the bylaws.) Does the fact that RONR is not authoritative change the notice or voting requirements necessary for an amendment of the bylaws? (The bylaws currently state: "The Board of Directors may adopt rules of procedure to govern any meetings of members or Directors.... In the absence of any rules of procedure adopted by the Board of Directors, the chairman of any meeting shall make all decisions regarding the procedure for such meeting.")

Does anyone have any thoughts on all of this?

Thanks!

Matt

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As it says on p. 17 or so, what any parliamentary handbook says is possibly persuasive, but not binding, if that book not the adopted parliamentary authority. So you don't care what p. 562, p. 390, or any of the other 798 pages in RONR say. But I suppose you care what your bylaws say about your bylaws.

Matt, you interrupted your quotation before it might have mentioned any requirement of previous notice -- or the lack of such requirement. And interrupted before mentioning the vote threshold. If the bylaw says previous notice, then you need it; if it does not, you don't. If it mentions a vote threshold, then you need it; if not, go by the default requirement of a majority vote. ... I hope. Not because that's what Robert's Rules says, and sensibly, but because you have a brain in your head, sensibly.

And incidentally, as a condominium association, you all probably have some applicable laws to look out for.

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In the discussion of amendments, the bylaws state:

"Subject to the terms of the Declaration, these Bylaws may be altered, amended or repealed and new Bylaws adopted by the Board of Directors...."

None of the other governance documents (state law, Articles of Incorporation, Declaration) have any conflicting provisions.

So the board of directors is the only group that is authorized to amend bylaws.

...

The bylaws currently state: "The Board of Directors may adopt rules of procedure to govern any meetings of members or Directors.... In the absence of any rules of procedure adopted by the Board of Directors, the chairman of any meeting shall make all decisions regarding the procedure for such meeting."

When a set of bylaws contains its method of amendment, the method of amendment ought to include all the key elements:

1. who gets to amend the bylaws.

2. what notice is required.

3. what vote threshold is required.

Thus, I will ask the obvious first question.

Q. Other than specifying "who", does your amendment process include any other element?

If your citation was really 100% complete, and your method of amendment does not include elements of (#2) notice and (#3) vote; then I would say that :

• No notice is required.

• Majority vote is required.

You have not adopted Robert's Rules of Order. So nothing is compelling you (by rule) to follow the RONR default method of amendment.

Yet I bet that there does exist a method of amendment somewhere. - It is rare that a condominium association does not have at least the state's corporation code as containing the proper default method of amendment. So I urge you to look around in the usual spaces.

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