amending a Bylaw

[Guest celia]

I have read the information in Robert's rules about how to write a bylaw to cover amending a bylaw.Will you all give me an opinion on my sample bylway for that purpose? Does this cover everything necessary and advisable? Is there any better way it might be worded?

We have one person that likes to figure out ways to delay voting indefinately,so I prefer not to give a number of days for reasonable notice.As an example, She missed a board meeting where intent to amend a bylaw was given to those present. She was given written notice of the intent to amend at the next meeting. She said it was not reasonable notice because she had 25 days notice and those that got notice at the meeting she missed had 28days.

Sample Bylaw:

Amendments to the Bylaws may be made at any regularly scheduled board meeting or special board meeting by a 2/3 vote of those present provided notice has been given at the preceding meeting.

[hmtcastle]

Sample Bylaw:

Amendments to the Bylaws may be made at any regularly scheduled board meeting or special board meeting by a 2/3 vote of those present provided notice has been given at the preceding meeting.

Do you really want to give your board the authority to amend the bylaws? That fundamental right should rest with the (general) membership of the organization.

[Gary Novosielski]

I have read the information in Robert's rules about how to write a bylaw to cover amending a bylaw.Will you all give me an opinion on my sample bylway for that purpose? Does this cover everything necessary and advisable? Is there any better way it might be worded?

We have one person that likes to figure out ways to delay voting indefinately,so I prefer not to give a number of days for reasonable notice.As an example, She missed a board meeting where intent to amend a bylaw was given to those present. She was given written notice of the intent to amend at the next meeting. She said it was not reasonable notice because she had 25 days notice and those that got notice at the meeting she missed had 28days.

Sample Bylaw:

Amendments to the Bylaws may be made at any regularly scheduled board meeting or special board meeting by a 2/3 vote of those present provided notice has been given at the preceding meeting.

Suggest either striking "of those present", or changing it to "of those present and voting". Striking would be better.

[Larry Cisar]

She said it was not reasonable notice because she had 25 days notice and those that got notice at the meeting she missed had 28days.

Tell her that it is her fault as she missed the meeting.

[David A Foulkes]

She said it was not reasonable notice because she had 25 days notice and those that got notice at the meeting she missed had 28days.

What do your bylaws say about notice now? Does it mention days, or just "reasonable", or nothing?

She missed a board meeting where intent to amend a bylaw was given to those present.

...

Sample Bylaw:

Amendments to the Bylaws may be made at any regularly scheduled board meeting or special board meeting by a 2/3 vote of those present provided notice has been given at the preceding meeting.

And in this case what if she misses that previous meeting? Then she gets no notice at all? And you think this will not fan the flames even more? It seems like the same (possible) scenario as last time. I don't see any improvement at all.

ps. There's nothing that I know that says everyone gets the same number of days notice. If it's 30 days when the notice gets mailed, I may not get my mail until TWO days after you do. It doesn't invalidate the notice requirement being fulfilled.

[Tim Wynn]

ps. There's nothing that I know that says everyone gets the same number of days notice. If it's 30 days when the notice gets mailed, I may not get my mail until TWO days after you do. It doesn't invalidate the notice requirement being fulfilled.

Right. The idea that others receiving "more notice" is grounds for invalidating the notice is unfounded. Either the notice requirement was fulfilled or not.

[Trina]

Suggest either striking "of those present", or changing it to "of those present and voting". Striking would be better.

I would make it 'present and voting' (if they want to go that route) -- the unadorned meaning of '2/3 vote' is (unfortunately) fairly often unclear to organization members looking at their own bylaws, even though that's the default meaning under RONR, and even though it seems obvious to those on this forum. Nailing it down unambiguously right in the bylaws has advantages.

The same thing goes for the notice requirement -- make it reasonable (given the circumstances of the organization), and do your best to avoid ambiguity.

This all comes perilously close to commentary on bylaws; however, the advice to root out ambiguity can be taken fairly directly from RONR. 'The ambiguous or doubtful expression should be amended as soon as practicable.' (RONR p. 570, under principles of bylaws interpretation).

edited: fix typo

[Tim Wynn]

I would make it 'present and voting' (if they want to go that route) -- the unadorned meaning of '2/3 vote' is (unfortuantely) fairly often unclear to organization members looking at their own bylaws, even though that's the default meaning under RONR, and even though it seems obvious to those on this forum. Nailing it down unambiguously right in the bylaws has advantages.

How about "... a two-thirds vote, as defined in the parliamentary authority." This is equally as redundant, but it would seem to steer readers to the parliamentary authority as opposed to trying to define, in summary, that which is already defined at length. Readers may also have questions like, "Who is entitled to vote at a board meeting?" It's best to defer all these questions to the parliamentary authority, lest the bylaws become 700 pages long.

Also, I think "regularly scheduled board meeting" should be changed to "regular board meeting," though I prefer the amendment of the bylaws to be in the hands of the general membership... for obvious reasons.

[David A Foulkes]

Additionally, I'd be cautious about notice being given " at the preceding meeting. " Conceivably, although highly unlikely nonetheless, a special meeting could be held prior to the "regular board meeting", perhaps even at one adjourning moments before the regular meeting is called order. Notice being given "at the preceding regular board meeting" would seem to be better, if pickily so.