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Can a Board Alone Amend By-laws?


Guest DMarsh

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The organization to which I belong has observed Roberts Rules of Order in its meetings for the last 25 years. Recently, the Board presented a series of amendments to our by-laws for a vote of the membership. The amendments covered a variety of areas within the existing by-laws. This "package" of amendments was passed by a vote of the membership.

Among the amendments was one that allowed the Board itself to amend the by-laws. Specifically:

"These bylaws may be altered, amended, or repealed and new by-laws may be adopted by a two thirds majority of the Board at any regular meeting or at any special meeting, if at least two days' written or email notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting."

Some members have since stated that such an amendment violates Roberts Rules of Order. Is this the case?

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Some members have since stated that such an amendment violates Roberts Rules of Order. Is this the case?

No. But it wouldn't matter if it did since your bylaws supersede RONR.

But think twice, and then think again, before giving your board the authority to amend the bylaws. You'll never get it back and the board (maybe not the current, benevolent board but a future, evil board) can then amend the members right out of the organization.

Ooops. I see that the amendment has already been adopted.

Well, good luck.

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Among the amendments was one that allowed the Board itself to amend the by-laws.

Specifically:

"These bylaws may be altered, amended, or repealed and new by-laws may be adopted by a two thirds majority of the Board at any regular meeting or at any special meeting, if at least two days' written or email notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting."

Some members have since stated that such an amendment violates Roberts Rules of Order.

Is this the case?

Impossible.

One's bylaws always supersede one's parliamentary authority.

Where rules conflict, the bylaws prevail, as the parliamentary authority yields.

***

However, was it a "good" bylaw amendment?

In most cases, the answer is "No."

By giving a subset of the membership (namely, the board) the most powerful action possible (namely, to change the rules), you risk having your board:

(a.) amendment the bylaws

(b.) anoint the president as all-powerful dictator of the organization

(c.) give every sitting director a permanent seat on the board, for life

(d.) spend money without accountability

(e.) drain the treasury for the pleasure of the board

(f.) add/subtract classes of membership so that no challenge to the board will be possible.

But, to repeat, you are certainly free to amend your bylaws, and yield every right of membership to your board.

No rule in Robert's Rules is stopping you.

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The organization to which I belong has observed Roberts Rules of Order in its meetings for the last 25 years. Recently, the Board presented a series of amendments to our by-laws for a vote of the membership. The amendments covered a variety of areas within the existing by-laws. This "package" of amendments was passed by a vote of the membership.

Among the amendments was one that allowed the Board itself to amend the by-laws. Specifically:

"These bylaws may be altered, amended, or repealed and new by-laws may be adopted by a two thirds majority of the Board at any regular meeting or at any special meeting, if at least two days' written or email notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting."

Some members have since stated that such an amendment violates Roberts Rules of Order. Is this the case?

The general membership has just given away its power. It may soon cease to exist. Your best hope is that this "package" of amendments wasn't properly adopted. Check to see what the bylaws required for amendment when this motion was being adopted.

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Thank you for your prompt replies. It is as I assumed.

The amendment was not properly passed (long story), but the current President of the Board is intractable. Our national membership is largely complacent, but there are Chapters within the organization that are quietly in revolt. (Well, some more quietly than others!)

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