MindBenders - Parliamentary Procedure

Mind Benders and Brain Teasers:

This is where we will post questions and situations that will test your knowledge of parliamentary procedure. If you have a parliamentary Mind Bender or Brain Teaser that you would like to share, send it to mindbenders@parlipro.org and we will print the best ones here. Unless otherwise noted, the parliamentary authority is Robert's Rules of Order Newly Revised (RONR), 10th edition. The informal parliamentary opinions expressed here follow general principles of parliamentary law and Robert's Rules of Order Newly Revised (RONR), 10th edition, and are based solely on the brief summary of facts presented, without the benefit of having reviewed the bylaws and other governing documents. An association's own bylaws, covenants, Articles of Incorporation, Special Rules of Order, and local or state laws will supersede what RONR says. A significant difference in facts could result in different conclusions being reached. If there is much at stake, readers are encouraged to seek a formal written parliamentary opinion from a Professional Registered Parliamentarian, which includes a thorough review of the organization's bylaws and governing documents. Nothing here should be construed as an interpretation of statutory law.

Answer to Mind Bender for January 2005:

All references are to RONR 10th ed

Question: An Association is going to adopt bylaws for the first time. They have been told that the new bylaws can be adopted by a majority of the members present (notice given) but once adopted it requires a 2/3 vote (with notice given). Is this correct?

Answer: Almost, but not quite. When adopting bylaws for the first time, it requires a majority vote. Period -- not "of the members present". This means a majority of the members present AND voting, not counting abstentions. If it required a vote of a majority of the members PRESENT, then abstentions would have the same effect as "no" votes.

Refer to RONR p. 542:
"Unlike the case of amending or revising the bylaws of an organization already established, the adoption of the bylaws through which a society is brought into being requires only a majority vote."

As far as amending the bylaws later, after initial adoption, the bylaws really should specify what is needed, for example when, how much notice, and the vote required for adoption of an amendment.

Refer to RONR pp. 562-563:
"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."

A bylaws requirement that advance notice be given of the intent to submit a proposed bylaw amendment at a meeting should always specify submission at "THE" previous meeting, and not "A" previous meeting, because that would allow indefinite delay and would defeat the object of giving previous notice, i.e., to alert the members that an amendment will be proposed, so all those who are interested can arrange to attend the meeting where it will be considered. The requirement of previous notice restricts amendment of the proposed bylaw amendment to changes that remain within the scope of the notice given.