By Laws

[Guest John S]

I don't think that our By Laws follow RONR regarding changing the By Laws, using ballots. Am I correct? The following is the Article of our By Laws addressing the subject. It also does not stipulate WHO can "propose" an amendment, how or when.

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 This constitution and By Laws may be amended, altered or repealed by the membership of the Association at any annual meeting or any special meeting called for that purpose.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.

[Robert B Fish]

I don't think that our By Laws follow RONR regarding changing the By Laws, using ballots. Am I correct? The following is the Article of our By Laws addressing the subject. It also does not stipulate WHO can "propose" an amendment, how or when.

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 This constitution and By Laws may be amended, altered or repealed by the membership of the Association at any annual meeting or any special meeting called for that purpose.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.

Unless the bylaws limit who can propose an amendment, then any member can do so. Since notice is required, then he/she should notify the secretary to provide notice and the secretary will mail the notice at the club's expense.

Unless the bylaws limit when an amendment can be voted upon, then it can be done at any regular meeting of the club or at a special meeting called for that purpose.

-Bob

[Guest John S]

I forgot to add that our By Laws stipulate that "Roberts Rules of Order shall govern and prevail at all meetings".

[hmtcastle]

I don't think that our By Laws follow RONR regarding changing the By Laws, using ballots. Am I correct?

Bylaws can only be properly interpreted in their entirety, something that's beyond the scope and purpose of this forum. But your bylaws don't have to follow RONR and, where they don't, they supersede RONR.

It should be noted that RONR strongly advises against mixing absentee ballots with the votes of members present at a meeting. But many organizations do things against RONR's best advice.

[Guest John S]

What about counting ballots along with votes of those present? Doesn't that preclude discussion?

[hmtcastle]

What about counting ballots along with votes of those present? Doesn't that preclude discussion?

Not necessarily. And that's part of the problem. Those present can react to changing circumstances. Those who mailed in their votes can't.

[Guest John S]

So, assuming those who voted by returned ballot do not attend the meeting, and ballots are counted with the votes of those in attendance, doesn't this have virtually the same affect as proxy votes, since those not in attendance might have changed their minds if they had heard the discussion?

[hmtcastle]

So, assuming those who voted by returned ballot do not attend the meeting, and ballots are counted with the votes of those in attendance, doesn't this have virtually the same affect as proxy votes, since those not in attendance might have changed their minds if they had heard the discussion?

Well, no. The advantage of proxies is that the proxy holder is present and, depending on the type of proxy, is able to react to changing circumstances. In any event, you've got to follow the rules you have. RONR won't help you when you stray from its protective cocoon.

Organizations that allow absentee ballots to be combined with "in-person" votes often have rules which prohibit altering (i.e. amending) the motion that is being voted on.

[Gary c Tesser]

I don't even see a requirement for previous notice to amend the bylaws at the Annual Meeting.

And since the requirement for previous notice is specified only for amending the bylaws at special meetings ... there is no limit -- none, not the blue sky above, not the entire universe beyond -- on modifying the proposed amendments at the Annual Meeting.

(Incidentally, it's kinda nice that the moderator of this forum said a few years ago that the regulars get away with murder. This fiddling with wacky bylaws is really sometimes the entertainment that makes the routine drudgery endurable.)