This last week I was asked a question about notice — the communication that a topic/motion/bylaws amendment/etc. will be brought before the organization at a prescribed future time. This is not to be confused with legal notices, although they serve much the same purpose in the legal realm. Procedural notices may be required by statute (Notice of open meeting – posting of a meeting’s agenda to the public three days in advance, for instance), but for the most part notice is given to reduce the vote required to process a particular motion.
The background of the organization’s question was as follows:
Amendments to the bylaws must be submitted to the resolutions Committee at least 90 days prior to the annual meeting. The Resolutions Committee must review and provide notice of the proposed amendment (along with their recommendation to adopt, reject or no opinion) to the membership at least 60 days prior to the annual meeting.
Resolutions to come before the assembly must be submitted to the Resolutions Committee at least 60 days prior to the Annual Meeting. The Resolutions Committee must review, combine and provide notice of the proposed Resolution (along with their recommendation to adopt, reject or no opinion) to the membership at least 30 days prior to the Annual Meeting.
No bylaws amendments were submitted by the 90 day requirement, nor were any noticed to the membership by the 60 day limit.
The problem arose when a new classification of membership was proposed in a resolution, submitted 75 days prior to the meeting and noticed by the Resolutions Committee with all other resolutions 35 days before the Annual Meeting. Since membership classifications are covered in the bylaws, this should have been (1) submitted as a bylaws amendment; (2) caught by the Resolutions Committee; and (3) returned to the author(s) noting that it was not timely (after the 90 day deadline for bylaws amendments to be submitted.) To make matters worse, the Chair submitted it to the floor for debate, where it was adopted by a voice vote, with no negative votes heard. The chair declared the resolution adopted, and the assembly adjourned sine die. It wasn’t until after the meeting when the minutes were being prepared, did the error come to light.
So, what should be done? A point of order cannot be raised because the assembly doesn’t exist. Should the bylaws be changed and then ratified next year? No. The amendment is null and void for this year and can be re-submitted as a bylaws amendment next year. I would also make a note to that effect in the minutes after it is captured that the resolution passed (yes, you still include what is done, even if it is illegal!)
But, what if the resolution had been submitted in advance of the 90 days? Even as a resolution? An astute Resolutions Committee should convert the resolution into a Bylaws amendment and give the 60 days proper notice to amend the bylaws. Even if the resolution in question had been noticed 60 days out, I still feel it could have been converted into a bylaws amendment —even after adjournment —and avoided the issue that the association is now facing. It’s all in the notice!