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Proposal to amend a Bylaw


Guest celia

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At our last board meeting I made a proposal to amend one of our bylaws. Since our Bylaws Revisions Committee of which I am the Chairman, had 2 widely different ideas as to how to amend that Bylaw I made 2 different proposals which covered the 2 differnt ideas of the committee members. I called them Proposal A and Proposal B and said you should vote for the one of your choice. I later encounted some objections to this method from 2 Board Members.They said it is not proper to vote (A or B) but that we must vote on them one at a time. What is the proper way to do this? We will be voting on this on Thursday this week.If we vote one at a time do we take a vote on the 2nd one if the first one got a majority or 2/3 vote?

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What is the proper way to do this?

The preferred method would be to make a motion to propose amending the bylaws by doing "X". During debate, that motion can itself be amended into a form you'll eventually vote on. This is known as "perfecting" the motion. Then you simply vote on whether to adopt or reject the final version of the motion.

I'm assuming that it's the general membership, and not the board, that has the authority to actually amend the bylaws so I'm not certain why the board's doing this in the first place. But you probably have your reasons.

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.....If we vote one at a time do we take a vote on the 2nd one if the first one got a majority or 2/3 vote?

One at a time is proper, and yes, the second one gets voted on as well.

Although I'd suspect if Proposal A got a majority or 2/3 vote, Proposal B would get a minority or 1/3 vote. But I've read some unbelievable stuff here, so it's quite possible indeed that both proposals would get the necessary vote. And then Celia will be back asking "How do I......." :)

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The preferred method would be to make a motion to propose amending the bylaws by doing "X". During debate, that motion can itself be amended into a form you'll eventually vote on. This is known as "perfecting" the motion. Then you simply vote on whether to adopt or reject the final version of the motion.

I'm assuming that it's the general membership, and not the board, that has the authority to actually amend the bylaws so I'm not certain why the board's doing this in the first place. But you probably have your reasons.

It is the Board of Directors that is respondible for voting on Bylaw changes (amendments).

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It is the Board of Directors that is responsible for voting on Bylaw changes (amendments).

No.

The method of amendment in the article of your bylaws or constiution must spell out who gets to alter one's bylaws.

It is unlikely that a subset of people, like a board, would be so empowered. - Although there are cases where this rare arrangement does exist.

The most usual arrangement is that the general membership is the body responsible for amending one's bylaws.

Thus the need to READ YOUR BYLAWS. Therein lies your ultimate answer.

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No.

The method of amendment in the article of your bylaws or constiution must spell out who gets to alter one's bylaws.

It is unlikely that a subset of people, like a board, would be so empowered. - Although there are cases where this rare arrangement does exist.

The most usual arrangement is that the general membership is the body responsible for amending one's bylaws.

Thus the need to READ YOUR BYLAWS. Therein lies your ultimate answer.

I belong to an organization with about 5000 members - the board has 28 members. A quorum for our membership meetings is 30 - guess who shows up?

That being said, if your bylaws give this authority to the board - I would strongly suggest that you get together enough members and do whatever is necessary to change this - that is, if the board won't give up this authority then change the board!

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if your bylaws give this authority to the board - I would strongly suggest that you get together enough members and do whatever is necessary to change this - that is, if the board won't give up this authority then change the board!

It might be perfectly reasonable for this organization to be structured in such a way as to give almost all authority (including the authority to amend the bylaws) to the board. The sole authority of the general membership might be to elect board members.

This may not be the "typical" arrangement, and it's not the one in RONR's sample bylaws, but neither is it uncommon. I suspect that, for example, if you "join" the National Geographic Society, you'll have little authority but to submit a change of address notice for your magazine subscription.

What may be more common here are boards who think they have the ultimate authority but who, in fact, do not.

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It might be perfectly reasonable for this organization to be structured in such a way as to give almost all authority (including the authority to amend the bylaws) to the board. The sole authority of the general membership might be to elect board members.

This may not be the "typical" arrangement, and it's not the one in RONR's sample bylaws, but neither is it uncommon. I suspect that, for example, if you "join" the National Geographic Society, you'll have little authority but to submit a change of address notice for your magazine subscription.

What may be more common here are boards who think they have the ultimate authority but who, in fact, do not.

As usual, you are absoltely correct. Does every "member" of the NGS get a copy of the bylaws?

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Does every "member" of the NGS get a copy of the bylaws?

I'll assume they're posted online.

But every "member" gets those great maps and magazines that are too good to throw away. So they fill shelves and boxes and closets and garages until you die. Then the survivors donate them to library fairs until the library specifically says, "No National Geographic Magazines!". And, yes, I speak from personal experience. Would you like some old copies?

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I'll assume they're posted online.

But every "member" gets those great maps and magazines that are too good to throw away. So they fill shelves and boxes and closets and garages until you die. Then the survivors donate them to library fairs until the library specifically says, "No National Geographic Magazines!". And, yes, I speak from personal experience. Would you like some old copies?

Thanks - but no thanks. I just watch the NG channel on TV!

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