AMENDING BYLAWS

In our 55+ community we have a set of bylaws. These bylaws originally followed the text of the Developer's bylaws. Once the HOA was established it continued to follow
the original text. The Legal committee was tasked with amending the bylaws and has
performed a monumental task. The Legal Committee has invited the residents to have
an input on changes they would like to recommend. I asked the Committee Chair as to
the method the Committee will use in determining the validity or implementation of a resident's submitted change. I was informed the Committee will determine whether
a submitted change does not conflict with existing documents, such as Articles of Incorporation, State Law,etc. Also, common sense and a consensus of the Committee members on changes not contrary to other documents but do not seem appropriate.
After the Legal Committee's review they may incorporate or not incorporate the recommended changes. The completed bylaws will be recommeded to the Board for their
input and changes. Then, the membership will vote UP or DOWN on the entire bylaws.

If the Board calls a special meeting of the members with the explcit purpose of voting on the recommended bylaws, can a motion from the floor to vote Article by Article be allowed? Can a resident motion to amend a particular Article or even
introduce a new Article to the bylaws at this special called meeting?

The present bylaws complete statement on amending bylaws is as follows:

Article XIX - AMENDMENT OF THE BYLAWS - These bylaws may be amended by majority
vote of the members in attendance at any duly noticed regular or special meeting.
Any amendment to the bylaws to change the number of Directors shall be subject to the members approval. The Board of Directors may approve a vote on any issue at any election through the casitng of ballots by mail on a form prescribed by the BOard of Directors.

Can other motions be put forth which concerns the bylaws? such as , calling a special meeting for the purpose of considering floor changes to the bylaws.

Is your question that you want to know if:

Since the proposed REVISED bylaws are being presented (in total) for a vote on the entire document, can the document be split up and allow for voting on each amendment?

First of all there, should have been a series of sessions BEFORE it even got to the annual meeting, where amendments to the proposed bylaws could have been debated. To go from the Committee to the Board and then directly to the membership is too restrictive. There should, IMHO, have been several opportunities for revisions along the way, especially input from interested members. There is the danger that the ENTIRE set of revised bylaws would not get approved just because one or two sections are troublesome.

(When we submitteed revised set of bylaws, we mailed out the proposed new bylaws, held three evening explanation sessions where each line was gone thru and everything explained to the members (about 25 showed up each evening) Suggestions were heard and a little revision was made to a few areas. Then another proposed set went out to the membership a second time. The voting went very smooth at the annual meeting. The Board simply gave the proposed version its "blessing" - it has no other power than that)

Now . . . to your question. YES, you can motion to consider the bylaws by paragraph, in seriatim (in order) AFTER the entire document is read and the chair announces that the entire paper is presented. Majority of those present and voting could pass this motion and the voting would be article by article.

The problem with this is that amendments may be in conflict with each other, if they aren't all passed together.

Also - you can ask for amendments ONLY if the modification is LESS than proposed (the proposed bylaws ask for $25 dues, your amendment says $20) also, not for any new changes or increases in restrictions.

These are basic Roberts Rules (10th edition) for running meetings BUT your current bylaws and other ruling documents may speak on this issue.

Bruce,

Since you brought it up. . .

IMO, RRO does not apply unless specifically stated in the bylaws or other gov. docs. or by a board motion or resolution that it does. I would venture to say that most board members are not familiar with RRO.

Any parliamentary procedure deals with the process/procedure of the meeting - NOT the content of the motion or the subject matter. It defers to the higher authorities, but bylaws, CCR's etc. can't possibly contain every procedural rule.

Yes, but I think it's just in the wording. Plus, RR does NOT deal with proxy voting in any way. Or electonic voting. Goes back to the British "meeting" concept where all members voting should be in attandance.

Google Alice Sturgis; Jim Slaughter; Mason's; Cannons; and Bourinots (Canada) to see some other parliamentary procedures. Basic to all is the power of the membership, meeting procedures, and the right to vote. It's like lerning prpper etiquette for running a meeting.

There HAS to be some form to a meeting, and steps to follow when those exceptions come up (like, what do you do when an elected candidate drops out a week after being elected? who counts the votes at an election? How can you amend an amendment? and the famous one: how do you get rid of Board members or officers?)

" 2) who counts the votes at an election? "

This is stated in our by-laws.

The secretary opens the envelopes during the meeting, verifies that the members are in good standing, and counts the votes of those verified eligible to vote.

Why would it be?

I was secretary one year and was the one counting the votes.

They are paper ballots, and are signed. They are part of the record, along with the list of members in good standing that they are verified against.

So, if anyone were to challenge, it's all right there.

The envelopes aren't opened before the meeting. They are to be opened right in front of everyone.

The VP is the one who picks up the mail.

I realize not all HOAs account for that, I was just making a point that some do.

Sort of a meaningless point to this discussion, but, sometimes I just type and don't pay attention!

RONR suggests that a "teller" be appointed to "run" the election. This person can NOT be a candidate for election. It may be a small group of trusted members, also. This person(s) is responsible for verifying eligibility of all voters, distributing the ballots, counting the ballots (includng proxies, write-ins, etc.) and then gives the results to the President, who makes the announcement of the vote tally and announces the results. The "teller" safeguards the ballots/votes until ordered to destroy them by the board sometime in the future.

A trusted "teller" for the election - This sound like a MUCH better procedure than having a person running for office opening up votes in front of everyone.

We have an employee of the MC open and read the votes to two H/O volunteers who are not running for office or their spouses, usually the members of the election committee.