carlw1@earthlink.net Posted January 7, 2011 at 05:55 AM Report Share Posted January 7, 2011 at 05:55 AM I know that usually this forum doesn't address Bylaws directly but this is a special case and I don't know what to do. There are two passages in our Bylaws that contradict each other, one says the only votes taken at a general meeting by the membership will be for elections but in another it says to make changes to the Bylaws there needs to be ratification (vote) by the membership. Obviously there is a problem in amendeding the Bylaws one section says the only things members may vote on or elections but in another section it requires voting by the membership to pass a Bylaw change.So how do we get ourselves out of this mess? Any suggestions.Here are the two passages that are in contradiction.Article IX. Meetings - Section 9.01 Membership meetings:Any votes taken at General or Special meetings, other than for election of officers, shall be in the form of a recommendation to the Board of Directors.Article XIV. Amendments Section 14.01These By-Laws may be revised or amended by the general membership. Notification of the proposed revision, change or amendment shall be made available for review on the Association’s Web Site and newsletter at least fifteen (15) days prior to the Board Meeting it will be considered. Suggested changes to the new By-Laws may be e-mailed to the President for consideration at the next Board Meeting. The new By-Laws shall be ratified at the following general meeting by a simple majority of those members present. Link to comment Share on other sites More sharing options...
Chris Harrison Posted January 7, 2011 at 06:32 AM Report Share Posted January 7, 2011 at 06:32 AM This would be a matter of bylaw interpretation for you all to figure out. See RONR pp. 570-573 for some principles to help with that although I am not sure they are too helpful in your situation. Since there are two equally strong specific statements in those bylaws you cited there doesn't seem to be any general statement which can defer to the specific one. For the purposes of interpreting these bylaws (and amending them) you all might want to give some serious thought to whether you want the Membership to have more authority to conduct the organization's business or less. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 7, 2011 at 06:40 AM Report Share Posted January 7, 2011 at 06:40 AM Any suggestions?Article IX. Meetings - Section 9.01 Membership meetings:R1. Any votes taken at General or Special meetings, other than for election of officers, shall be in the form of a recommendation to the Board of Directors.Article XIV. Amendments Section 14.01S1. These By-Laws may be revised or amended by the general membership. S2. Notification of the proposed revision, change or amendment shall be made available for review on the Association’s Web Site and newsletter at least fifteen (15) days prior to the Board Meeting it will be considered. S3. Suggested changes to the new By-Laws may be e-mailed to the President for consideration at the next Board Meeting. S4. The new By-Laws shall be ratified at the following general meeting by a simple majority of those members present.I see. • S1 conflicts with S4.• S1 conflicts with S2.• S1 conflicts with R1.Suggestion:• Obtain a copy of the previous edition of the bylaws.• Look for which language remains common to both, and look for language which differs.From this research, you might conclude that one of those rules is a remnant, and was not meant to remain in the bylaws.Suggestion:• Obtain the minutes of the meeting where those specific rules were last amended.From this research, you might find a typographical error in the transcription of text from the minutes into the newly-edited version of your bylaws. Link to comment Share on other sites More sharing options...
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