New bylaws

[Guest Tricia Johnson]

Our youth football league "elected" a new board last December amid alot of controversy. 3 of the officers stepped down after making a deal with a person that has never been apart of the league. They made him the president. He then proceded to write new bylaws by himself and change the way the league will be run and put a provision in the bylaws that he would be president for 5 years and could choose to receive a salary. This "new" president coaches at the high school level and has never coached or had a child in our league.

My question is, the bylaws that we had last season were in question by an attorney, who happens to be a parent and one of the 3 Board Members that stepped down. They do state that a committee of 3 people are needed to make up the new bylaws. And I thought it did say that the membership had to vote them in but I can not find it. So are these new bylaws "legal" ??? And even if it does not state so, does the membership have to vote the new bylaws in to effect?

Thanks for any and all help!

[Kim Goldsworthy]

Our youth football league "elected" a new board last December amid a lot of controversy.

3 of the officers stepped down after making a deal [...]

They made him the president.

He then proceded to write new bylaws by himself and change the way the league will be run and put a provision in the bylaws that he would be president for 5 years and could choose to receive a salary.

My question is, the bylaws that we had last season were in question by an attorney, who happens to be a parent and one of the 3 Board Members that stepped down.

They do state that a committee of 3 people are needed to make up the new bylaws.

And I thought it did say that the membership had to vote them in but I can not find it.

So are these new bylaws "legal"?

And even if it does not state so, does the membership have to vote the new bylaws in to effect?

Someone will have to read the old bylaws (not the new draft by this "president") to determine if the METHOD OF AMENDMENT was followed.

[Trina]

...

My question is, the bylaws that we had last season were in question by an attorney, who happens to be a parent and one of the 3 Board Members that stepped down. They do state that a committee of 3 people are needed to make up the new bylaws. And I thought it did say that the membership had to vote them in but I can not find it. So are these new bylaws "legal" ??? And even if it does not state so, does the membership have to vote the new bylaws in to effect?

Thanks for any and all help!

As Mr. Goldsworthy says, get a copy of those bylaws from last season, and look at the amendment process. The committee of 3 to prepare new bylaws is apparently a specific requirement of your organization (not anything from Robert's Rules). If the bylaws are silent on the amendment process, then, yes, the membership must vote -- that is the default rule in RONR. Although the bylaws should specify an amendment process, if they don't, you fall back on the following:

'If the bylaws contain no provision for their amendment, they can be amended at any business meeting by a two-thirds vote, provided that previous notice has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership.' (RONR p. 562 ll. 13-18)

[Guest Tricia Johnson]

Thank you for your feed back! The bylaws last year stated:

***ARTICLE 12 - AMENDMENTS

Section A. Amendments to these by-laws may be submitted by a Board Member.

They may be amended at any regular Board Meeting by two thirds (2/3) vote providing such amendment has been proposed at a previous regular Board Meeting. A by-law revision committee shall be appointed at the meeting in September. There shall be three (3) members from the Booster Club and two (2) members from the Board of Directors.

Section B. The By-Law Committee shall, prior to the end of the season, report to the Board of Directors at a regularly scheduled meeting. The Board of Directors shall accept or rej ect their revisions at that meeting providing all Board members have received a copy three (3) days prior to the meeting. New by-laws shall be approved and in effect by the January meeting .

. ARTICLE 13 - PARLIAMENTARY AUTHORITY

Section A. Robert's Rules of Order shall govern the proceedings of this organization unless othef\vise provided by these by-laws. ***

And I have yet to see these new Bylaws that were voted in by proxy at a board meeting. Also there is no provision in the "old" bylaws that allowed for proxy voting. From what I heard there were no ammendments but a total revision of the bylaws.

Thanks again

[Trina]

....

Also there is no provision in the "old" bylaws that allowed for proxy voting. From what I heard there were no ammendments but a total revision of the bylaws.

Proxy voting is not allowed unless specifically authorized in the bylaws (or, possibly , authorized by statute -- which would supersede what the bylaws and RONR have to say). Such a violation would make the action null and void (see RONR p. 244).

A total revision of the bylaws is one form of amendment, as defined in RONR.

[hmtcastle]

They may be amended at any regular Board Meeting by two thirds (2/3) vote providing such amendment has been proposed at a previous regular Board Meeting.

I thought it did say that the membership had to vote them in but I can not find it.

Perhaps because it's not there? It appears your board may have the (sole?) authority to amend your bylaws. Of course they could amend the bylaws to give that authority (back) to the general membership but good luck getting them to do that.

Nor do I see anything that supports your statement that, "a committee of 3 people are needed to make up the new bylaws". It appears that there must be such a committee but not that the bylaws can't be amended without them. In any event, the board could simply appoint three of its own members to the committee.

So it looks like your board (three members short) has, indeed, amended your bylaws. See FAQ #20 if you think it's time for new board members. Unless the new bylaws also removed your right to vote. Which might be the next surprise the board has in store for you.

[Guest Existing Secretary]

Question on complete revision of By-Laws; In the absence of a means to amend the current (very loose) By-Laws, can the three officers of our association provide a complete revision of the existing and declare the new By-Laws as active; or must there be a vote of the membership - can it be an 'up or down' vote - in which case we would be stuck w/ the old (did I mention they are very loose) By-Laws?

Existing Secretary

[David A Foulkes]

Question on complete revision of By-Laws; In the absence of a means to amend the current (very loose) By-Laws, can the three officers of our association provide a complete revision of the existing and declare the new By-Laws as active; or must there be a vote of the membership - can it be an 'up or down' vote - in which case we would be stuck w/ the old (did I mention they are very loose) By-Laws?

Existing Secretary

The process for amending your bylaws, including who can submit proposed amendments, how much notice must be given, and the voting threshold to adopt should all be found in your bylaws. That is the process you need to follow. If your (very loose) bylaws empower three officers to act as you have described, then there you are. If not, they can't. And if they do not include a process of amendment:

"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended at any business meeting by a two-thirds vote, provided that previous notice (see p 116) has been given; or, without notice, they can be amended at any regular meeting by vote of the majority of the entire membership." (RONR 10th Ed, p. 562 ll. 9-18)