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Rescind a ByLaw Amendment


Guest BK

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the By Law amendment presented to the board for presentation to the general membership for voting was materially different than what was actually voted on and passed by the general membership. How do I go about voided the amendment based on this fact?

If the general membership voted on and passed a bylaws amendment, I assume the bylaws are now amended, exactly as the general membership voted to do.

Whatever happened earlier (some different form of the amendment coming before the board?) is probably irrelevant. However, as Mr. Mervosh notes, more facts might help get clearer answers.

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Our bylaws state: "Proposed amendments to the by-laws shall be submitted in writing to the President no less than seven days before a scheduled General membership meeting for adoption. A two-thirds majority of all members present and voting shall be required for adoption." We only have one general membership meeting per year, so it has been standard practice for the board to agree upon any amendments needed, and present them as a board proposed amendment for approval. Following this protocol, the secretary drafted the proposed amendment and had the board vote on its presentation to the general membership. The board approved. At the general membership meeting, the language that had been agreed to had been materially changed, revoking one particular committee chair's voting rights and making them an ex-officio board member. No one on the board caught the change before the motion was made and passed by the general membership. The change was intentional. How can this be undone?

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Our bylaws state: [... etc.]

Without trying to interpret your bylaws, I can say that if the procedure for amending them was properly followed, then the bylaws were amended, regardless of routine practice. It can be undone by amending them back. Next year, or at a special meeting, if you can have them.

But why disenfranchise the membership? The people have spoken, no?

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Our bylaws state: "Proposed amendments to the by-laws shall be submitted in writing to the President no less than seven days before a scheduled General membership meeting for adoption. A two-thirds majority of all members present and voting shall be required for adoption." We only have one general membership meeting per year, so it has been standard practice for the board to agree upon any amendments needed, and present them as a board proposed amendment for approval. Following this protocol, the secretary drafted the proposed amendment and had the board vote on its presentation to the general membership. The board approved. At the general membership meeting, the language that had been agreed to had been materially changed, revoking one particular committee chair's voting rights and making them an ex-officio board member. No one on the board caught the change before the motion was made and passed by the general membership. The change was intentional. How can this be undone?

The only way there would be a continuing breach is if, perhaps, what was presented at the meeting did not correspond to what was included in any required notice. This would be a violation of the rights of absentees, and a Point of Order could be raised that the amendment is null and void. Otherwise, the only way to undo it is by following the procedure to amend the Bylaws again. Since nothing in your Bylaws actually requires board approval, the fact that the board did not approve this amendment doesn't matter.

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