Notification minimum for By-Laws and Motions

[Guest Susan B.]

Does Robert's Rules of Order specify the minimum number of days a board must notify officers of a resolution for a new Corporate By-Law? My "In Brief" manual does not specify and refers to RONR (10th edition), p.548-80 (I don't have that version).

Additionally, do official "Motions" need a certain amount of pre-notice to board members if the motions contradict existing By-Laws?

My board president gave 24 hours notice before the vote to both above and I called the behavior extra-legal. Everyone is now embroiled in a debate about it.

thanks. susan

[George Mervosh]

The answer to your first question is not found in Robert's Rules, but rather in the section of your bylaws that describes how they are to be amended (usually somewhere near the end of the document)......check there. As to question #2, yes.

[Tim Wynn]

Does Robert's Rules of Order specify the minimum number of days a board must notify officers of a resolution for a new Corporate By-Law? My "In Brief" manual does not specify and refers to RONR (10th edition), p.548-80 (I don't have that version).

The notice requirement would be found in the bylaws, under the article on Amendment of Bylaws.

Additionally, do official "Motions" need a certain amount of pre-notice to board members if the motions contradict existing By-Laws?

Motions that conflict with the bylaws are out of order, whether or not notice has been given.

My board president gave 24 hours notice before the vote to both above and I called the behavior extra-legal. Everyone is now embroiled in a debate about it.

Check your bylaws to see if the board even has the power to amend the them.

[Guest Susan B.]

The answer to your first question is not found in Robert's Rules, but rather in the section of your bylaws that describes how they are to be amended (usually somewhere near the end of the document)......check there. As to question #2, yes.

Thank you, and I am checking our by-laws. I'm just wondering if Robert's Rules advises a minimum number of days for notification. Since our board holds Robert's Rules to high esteem, quoting their recommendation would go a long way to settling the debate (in addition to clarification of our own existing by-laws and their stance on amendments).

Susan

[George Mervosh]

Thank you, and I am checking our by-laws. I'm just wondering if Robert's Rules advises a minimum number of days for notification. Since our board holds Robert's Rules to high esteem, quoting their recommendation would go a long way to settling the debate (in addition to clarification of our own existing by-laws and their stance on amendments).

Susan

It does not quote a number of days but says the bylaws should describe the notice required:

Article IX: Amendment of Bylaws. 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 (in the sense defined on p. 116) has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership. In making a requirement that notice be given by submitting the amendment at a meeting in advance of the one at which it is to be considered, the provision should always specify submission at "the previous meeting," and not "a" previous meeting, since the latter would permit indefinite delay and would defeat the object of giving notice - namely, to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration. The requirement of notice restricts amendment of the proposed bylaw amendment to changes within the scope of the notice, as explained on pages 576-77 (see also Standard Characteristic 6, p. 295).

So check there to be sure, and if the Board DOES have the authority to amend them, and the bylaws are SILENT about previous notice, a majority of the entire Board could amend them without notice. So my answer to your second question should have been more complete, sorry.

[Guest Susan B.]

It does not quote a number of days but says the bylaws should describe the notice required:

Article IX: Amendment of Bylaws. 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 (in the sense defined on p. 116) has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership. In making a requirement that notice be given by submitting the amendment at a meeting in advance of the one at which it is to be considered, the provision should always specify submission at "the previous meeting," and not "a" previous meeting, since the latter would permit indefinite delay and would defeat the object of giving notice - namely, to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration. The requirement of notice restricts amendment of the proposed bylaw amendment to changes within the scope of the notice, as explained on pages 576-77 (see also Standard Characteristic 6, p. 295).

So check there to be sure, and if the Board DOES have the authority to amend them, and the bylaws are SILENT about previous notice, a majority of the entire Board could amend them without notice. So my answer to your second question should have been more complete, sorry.

[Guest Susan B.]

Thanks, everyone for your responses.

Susan

[Gary Novosielski]

Does Robert's Rules of Order specify the minimum number of days a board must notify officers of a resolution for a new Corporate By-Law? My "In Brief" manual does not specify and refers to RONR (10th edition), p.548-80 (I don't have that version).

Additionally, do official "Motions" need a certain amount of pre-notice to board members if the motions contradict existing By-Laws?

My board president gave 24 hours notice before the vote to both above and I called the behavior extra-legal. Everyone is now embroiled in a debate about it.

thanks. susan

RONR does not specify a minimum number of days. It says that your bylaws should specify it. In general when RONR makes recommendations about prior notice it says it should be a "reasonable" time in advance. You seem to be saying that you think 24 hours doesn't meet that test, and I suspect a lot of people would agree.

Motions that contradict existing bylaws are not in order, so the more prior notice the better, at least so the chair can practice ruling it out of order.

If everyone is embroiled in debate, try the motion for the Previous Question which cuts off debate. (non-debatable, 2/3 vote)