Corporate Law Association Bylaws Dispute (CA)

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awright

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I am the president of a not for profit road association. There is a large dispute in our small community about amending bylaws. The current bylaws state the following:

"SECTION 1 ANY AMENDMENT, ALTERATION, CHANGE OR REVISION OF THESE BY-LAWS AND GENERAL REGULATIONS MUST BE PROPOSED IN WRITING ONE WEEK PRIOR TO ANNUAL SESSION WHEN IT SHALL BE REPORTED ON BY THE COMMITTEE ON BY-LAWS, AFTER WHICH IT SHALL REQUIRE AN AFFIRMATIVE VOTE OF THREE-FOURTHS OF THE MEMBERSHIP VOTING TO ADOPT THE SAME."

My interpretation is that three-fourths of the membership present and voting at the annual meeting must approve changes.

Past practice has been that three-fourths of ALL members must approve changes.

Past practice has made it nearly impossible to make changes and has caused our bylaws to become quite outdated. I am planning on addressing this at our upcoming meeting. Already I am receiving negative complaints. One email stated the following:

"Perhaps the percentage does need to be changed, but I think it has to be changed within the current framework: by ¾ of all members. I think doing otherwise would be inviting further disharmony and possible lawsuits; I can't imagine a judge would agree that the long-held precedent of polling all members for a Bylaws change could be changed without a vote held according to the current precedent and Bylaws."

Could I be taken to court for following the Bylaws as written? Am I misinterpreting? What power does past practice hold?

I appreciate your responses.
 
It seems to me, from the language, the the bylaws call for 3/4 of the membership, not those present and voting. Typically the language for what you assume are written as members "present" and the word "quorum" used with relation to the minimum number of votes required. In absence of seeing either word, I'm assuming the plain language. While I think you want to read this as "membership voting" meaning those members who choose to vote, it seems to me that it's 3/4 of the membership who are voting to adopt the same. Moreso, the fact that past practice shows precedent that is not in favor of your understanding would weaken your case.
 
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