Are By-Law changes valid?

[twfraz]

The BOD have discovered that there was not quorum at a meeting that changes to the By-Laws were read for a second time of required 3 times. Based on my research it appears that that reading would not count towards the required 3 readings. Now that one of the readings have been done at a meeting without a quorum and the changes were approved at the next meeting, there was a quorum at this one, are the changes void? This occured about 3 months ago and was just discovered, are there time limits to address this?

[Gary Novosielski]

The BOD have discovered that there was not quorum at a meeting that changes to the By-Laws were read for a second time of required 3 times. Based on my research it appears that that reading would not count towards the required 3 readings. Now that one of the readings have been done at a meeting without a quorum and the changes were approved at the next meeting, there was a quorum at this one, are the changes void? This occured about 3 months ago and was just discovered, are there time limits to address this?

If there is clear and convincing evidence that a quorum is not present, then any business that took place (second reading) is null and void, and effectively did not take place. If the rules in your bylaws were not followed, then your bylaws were not actually changed.

The time limit, if there is NOT clear and convincing evidence is that someone must raise a point of order at the same meeting, when it's still possible to count. Mere suspicion that there was not a quorum is not enough, and it's too late to worry about it.

The time limit, if there IS clear and convincing evidence of the lack of a quorum, is indefinite. Someone may raise a point of order at a later meeting. It's called a continuing breach, because the damage of having incorrect bylaws continues until they are fixed.

[jstackpo]

There is no time limit, but ...

RONR requires (p. 338) "clear and convincing proof" of the inquorate nature of the meeting in question.

And who has to be "clear[ly] convince[d]?" The membership, of course. So at the next full meeting, raise the point of order that the adoption was not valid and offer your (or the Board's) "clear and convincing proof".

Good luck.

There is a counter argument that your "three readings" requirement is (merely) a procedural requirement that should have been "point of ordered" at the time it was violated, due to not enough people in the room. This argues that the subsequent adoption was valid no matter how "clear and convincing" the proof was.

Have fun with the debate!

[Gary Novosielski]

There is a counter argument that your "three readings" requirement is (merely) a procedural requirement that should have been "point of ordered" at the time it was violated, due to not enough people in the room. This argues that the subsequent adoption was valid no matter how "clear and convincing" the proof was.

Surely someone has nailed that down. Granted that multiple readings are not in RONR, but they are common enough in legislative bodies and the clear intent is that they serve the purpose of prior notice. Three readings, to my mind, is excessive, but two readings serve exactly the purpose of prior notice at a prior meeting, but in a more formal manner than RONR suggests.

The rule protects the rights of absentees (to the exact degree as a rule requiring prior notice), and is not merely as a rule ensuring the orderly conduct of business.

[George Mervosh]

Your problem is an interesting one which may or may not be specifically addressed in RONR. If your society deems each of the three readings as an integral part of giving previous notice of a motion, then I agree with Gary since previous notice cannot be validly given at a meeting where a quorum is not present.

The 3 reading mutation is filled with interesting procedural problems.....perhaps a reason for your group to consider ridding itself of it.

[hmtcastle]

Three readings, to my mind, is excessive, but two readings serve exactly the purpose of prior notice at a prior meeting, but in a more formal manner than RONR suggests.

So the question becomes, is the third reading so excessive as to constitute a mere procedural requirement (per Mr. Stackpole), the absence of which would not constitute a continuing breach. I'm inclined to say that if it's in the bylaws, it should be obeyed. That seems an easier (and safer) line to draw than trying to determine what is or is not a suspendable rule that's clearly in the nature of a rule of order. Or some such thing.