Lacking quorum/adjourning to meet at call of chair

[CMRTA]

We recently attempted to hold our annual meeting, where we were scheduled to vote on a proposed revision to our bylaws. Failing to reach a quorum, we adjourned to meet at the call of the chair (hopefully we can meet before next year's meeting).

Given the bleak outlook for the economy, we anticipate that attaining a quorum will be difficult for several years and would therefore like to reduce our quorum requirement.

Can the proposed revision to the bylaws be pulled from the agenda and replaced with an updated proposed revision with a lower quorum provision? Or do we need to vote down the first revision and then approve a second version?

I'm assuming we can't simply amend the first proposed revision during the meeting because it is not open "to amendments that increase it or that introduce new changes" (RONR p. 577).

[Kim Goldsworthy]

We recently attempted to hold our annual meeting, where we were scheduled to vote on a proposed revision to our bylaws.

Failing to reach a quorum, we adjourned to meet at the call of the chair (hopefully we can meet before next year's meeting).

Given the bleak outlook for the economy, we anticipate that attaining a quorum will be difficult for several years and would therefore like to reduce our quorum requirement.

Can the proposed revision to the bylaws be pulled from the agenda and replaced with an updated proposed revision with a lower quorum provision?

Or do we need to vote down the first revision and then approve a second version?

I'm assuming we can't simply amend the first proposed revision during the meeting because it is not open "to amendments that increase it or that introduce new changes" (RONR p. 577).

"Not open to amendments"?

How do you figure?

A revision (a true revision, whereby the adoption will result in 100% removal of the prior document) is open to amendment.

RONR says that a revision is as open to amendments as the initial bylaws would be for a newly created organization.

If your notice said that you are doing a revision, then you are free to insert any quorum requirement you wish.

Notice for a revision to one's bylaws is carte blanche, a smorgasborg of changes.

[Kim Goldsworthy]

We recently attempted to hold our annual meeting, where we were scheduled to vote on a proposed revision to our bylaws. Failing to reach a quorum, we adjourned to meet at the call of the chair (hopefully we can meet before next year's meeting).

Given the bleak outlook for the economy, we anticipate that attaining a quorum will be difficult for several years and would therefore like to reduce our quorum requirement.

Can the proposed revision to the bylaws be pulled from the agenda and replaced with an updated proposed revision with a lower quorum provision? Or do we need to vote down the first revision and then approve a second version?

I'm assuming we can't simply amend the first proposed revision during the meeting because it is not open "to amendments that increase it or that introduce new changes" (RONR p. 577).

Relevant citation:

See RONR page 575.

GENERAL REVISIONS. Changes of the bylaws that

are so extensive and general that they are scattered

throughout the bylaws should be effected through the sub-

stitution of an entirely new set of bylaws, called a revision.

Notice of such a revision is notice that a new document will

be submitted that will be open to amendment as fully as if

the society were adopting bylaws for the first time. In other

words, in the case of a revision, the assembly is not confined

to consideration of only the points of change included in

the proposed revision as submitted by the committee that

has drafted it. The revision can be perfected by first-degree

and second-degree amendments, but as in the case of any

other bylaw amendment, the old document is not pending;

and therefore, while the revision can be rejected altogether,

leaving the old bylaws intact, the old document cannot be

altered with a view to retaining it in a changed form.

[Gary c Tesser]

I think Mr Goldsworthy missed the point. It looks to me as if he completely focussed on the use, by the Original Poster, CMRTA, of the word "revision" -- but that's not what this question is really about. Technically, CMRTA, used the wrong word, But that's minor.

The Original Poster's ("CMRTA" is so tedious to type over and over, sorry CMRTA, I know it's your name, and you're fond of it, and I'm fascinated to know how it's pronounced) question was purely a quorum question, really.

So, CMRTA, sorry, here it is. The issue of your quorum is paramount. Just forget about the proposed "revision" (probably, technically, the wrong word) to the bylaws for now. -- OR ANY OTHER PROPOSAL. The point is that virtually NOTHING can be done in the absence of a quorum. That's your first problem. And primary problem. And until it's resolved, it's your only problem.

[CMRTA]

Gary,

CMRTA is an acronym which is pronounced by sounding out each letter. I used the word "revision" intentionally since the proposed changes are extensive and scattered throughout the bylaws (RONR p. 575).

I think Kim hit the nail on the head. It appears that p. 577 only limits amendments to isolated amendments and not to wholesale revisions.

[hmtcastle]

I used the word "revision" intentionally since the proposed changes are extensive and scattered throughout the bylaws (RONR p. 575).

I think Kim hit the nail on the head. It appears that p. 577 only limits amendments to isolated amendments and not to wholesale revisions.

It doesn't matter how "extensive and scattered" the proposed changes are. As Mr. Goldsworthy indicates, revision is all about the notice. Notice of a revision removes the "scope of notice" restriction. You can give notice of a revision and end up with very few changes. Conversely, you can give notice of "extensive and scattered" changes without giving notice of a revision.

[Trina]

...we adjourned to meet at the call of the chair....

Can the proposed revision to the bylaws be pulled from the agenda and replaced with an updated proposed revision with a lower quorum provision?....

It doesn't matter how "extensive and scattered" the proposed changes are. As Mr. Goldsworthy indicates, revision is all about the notice. Notice of a revision removes the "scope of notice" restriction. You can give notice of a revision and end up with very few changes. Conversely, you can give notice of "extensive and scattered" changes without giving notice of a revision.

I think, though, that when the adjourned meeting is eventually called to order, with a quorum magically present, you can't just plop an updated "Revision B" (with a lower quorum provision) in front of the members as the starting document they need to work on that day. They need to start with "Revision A" (namely, the same document that they presumably received notice about prior to the inquorate meeting). Sure, Rev. A can be amended into Rev. B -- or into anything else -- as the assembly sees fit, because there is no scope of notice restriction.

I'm not sure there actually is a mechanism to properly update/change the content of notice, in between the adjournment of the inquorate meeting, and the calling to order of its continuation on a later date. Perhaps others will comment on this...?

I guess I'm assuming specific prior notice was given to the members (not just something generic like 'revision of bylaws') -- otherwise CMRTA would see no need to update anything in the description of the business to be conducted.

CMRTA, you mention the agenda, which almost certainly has nothing to do with it (unless your own rules give the agenda unusual status).

[Rob Elsman]

We recently attempted to hold our annual meeting, where we were scheduled to vote on a proposed revision to our bylaws. Failing to reach a quorum, we adjourned to meet at the call of the chair (hopefully we can meet before next year's meeting).

Given the bleak outlook for the economy, we anticipate that attaining a quorum will be difficult for several years and would therefore like to reduce our quorum requirement.

Can the proposed revision to the bylaws be pulled from the agenda and replaced with an updated proposed revision with a lower quorum provision? Or do we need to vote down the first revision and then approve a second version?

I'm assuming we can't simply amend the first proposed revision during the meeting because it is not open "to amendments that increase it or that introduce new changes" (RONR p. 577).

Provided any required previous notice is mailed with the call of the meeting to the members in advance of the adjourned meeting, it is proper to make a different motion with a lower requirement without the original motion being made and rejected. A new notice is necessary, since the degree of change for the new proposal is greater than the degree of change originally proposed.

[CMRTA]

Trina and Rob,

I would say that the original notice that was given was generic. It said, "(W)e have revised the By-laws...The proposed By-laws revision requires a vote of the general membership to be accepted." Then some of the major changes were highlighted.

That doesn't seem to meet the requirement on RONR p. 575 that "(n)otice of such a revision is notice that a new document will be sumitted that will be open to amendment as fully as if the society were adopting bylaws for the first time."

So are we really dealing with a series of amendments, each of which is not open "to amendments that increase it or that introduce new changes"? And would rewording the notice before the next meeting allow us to deem the changes a bona fide "revision" open to full revision?

[Rob Elsman]

Trina and Rob,

I would say that the original notice that was given was generic. It said, "(W)e have revised the By-laws...The proposed By-laws revision requires a vote of the general membership to be accepted." Then some of the major changes were highlighted.

That doesn't seem to meet the requirement on RONR p. 575 that "(n)otice of such a revision is notice that a new document will be sumitted that will be open to amendment as fully as if the society were adopting bylaws for the first time."

So are we really dealing with a series of amendments, each of which is not open "to amendments that increase it or that introduce new changes"? And would rewording the notice before the next meeting allow us to deem the changes a bona fide "revision" open to full revision?

My guess is that the notice of the original motion was invalidly given. See RONR (10th ed.), p. 117, ll. 6-11.

[Trina]

Trina and Rob,

I would say that the original notice that was given was generic. It said, "(W)e have revised the By-laws...The proposed By-laws revision requires a vote of the general membership to be accepted." Then some of the major changes were highlighted.

That doesn't seem to meet the requirement on RONR p. 575 that "(n)otice of such a revision is notice that a new document will be sumitted that will be open to amendment as fully as if the society were adopting bylaws for the first time."

So are we really dealing with a series of amendments, each of which is not open "to amendments that increase it or that introduce new changes"? And would rewording the notice before the next meeting allow us to deem the changes a bona fide "revision" open to full revision?

That word has significance, even if the people who wrote the notice put it there inadvertently

[Tim Wynn]

It said, "(W)e have revised the By-laws...The proposed By-laws revision requires a vote of the general membership to be accepted."

No, they haven't revised the bylaws... since it requires a vote of the general membership. It sounds like "they" are trying to rush this by the general membership, before anyone asks any questions.