By law change proposed by member at corporate meeting

[Guest Lisa]

One of our members proposed a by law change at our corporate meeting. This is a proposed change that she had brought to the Board prior to the meeting, but the Board didn't feel that it was an appropriate change to make to our by laws so they didn't place it on the call.

Since she brought the change to the membership at the end of the meeting and read the proposed change does it have to go on the call at our next corporate meeting for a vote? This change has been written into our minutes which are mailed out to the membership. Our practice has been to present the proposed change in the call at one meeting and then vote on it at the next. This gives the membership a chance to give some thought to the changes. Since it wasn't a part of the call, but brought up during the meeting we aren't sure the proper way to proceed. I appreciate any feedback you can give me. Thanks

[hmtcastle]

Since she brought the change to the membership at the end of the meeting and read the proposed change does it have to go on the call at our next corporate meeting for a vote?

She has to follow the procedures described in your bylaws for amending them. If they require previous notice (which they should), it can be given at one regular meeting and the motion to amend made at the next regular meeting. No notice in the "call" is required unless it's a call for a special ("called") meeting.

[Guest Lisa]

She has to follow the procedures described in your bylaws for amending them. If they require previous notice (which they should), it can be given at one regular meeting and the motion to amend made at the next regular meeting. No notice in the "call" is required unless it's a call for a special ("called") meeting.

Thanks, our bylaws require that the proposed changes be presented at a previous meeting and distributed at least ten days before the meeting at which the proposed amendment is to be acted upon. So it sounds like since she presented them, even though they weren't a part of the call, they should be on the call for a vote at our next corporate meeting. And it doesn't matter if the Board supports the amendment or not.

[Gary Novosielski]

Thanks, our bylaws require that the proposed changes be presented at a previous meeting and distributed at least ten days before the meeting at which the proposed amendment is to be acted upon. So it sounds like since she presented them, even though they weren't a part of the call, they should be on the call for a vote at our next corporate meeting. And it doesn't matter if the Board supports the amendment or not.

Well, at this point they probably don't need to be in the call of the next meeting, because she has already given notice and distributed copies, it sounds like. If not, then she needs to do those things. And it certainly can't hurt to place the notice in the call anyway.

But if the notice had been in the call of this meeting, and copies distributed, the matter could have been acted upon already.

Which raises the question of whether the Board acted improperly in failing to provide notice to the members, simply because they didn't agree with the amendment. In the most common case (your rules may vary) the Board is free to recommend against adoption, but not to improperly suppress a member-offered motion by intentionally failing to publish the required prior notice.

If they have acted improperly it would be appropriate that they be at least reprimanded for it.