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Past practice has made it nearly impossible to make changes and has caused our bylaws to become quite outdated.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.
"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Past practice has made it nearly impossible to make changes and has caused our bylaws to become quite outdated.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.