I think my membership organization needs change at the board, but there are no term limits so there are never any elections; people are comfortable and stay forever. At the last Annual General Meeting (AGM), I proposed a carefully worded bylaw amendment to implement two-year term limits. I was rudely told that amendments could not be done that way, and the meeting moved on. How ethical is that?

It was appropriate and ethical to reject your amendment at the AGM. Rudeness, and failure to respond to a reasonable concern from a member is never acceptable.

Bylaws often state that amendments require a two-thirds or 75% majority at a general meeting, making it seem reasonable to use such a meeting for putting an amendment forward. But there are often other clauses requiring written notice (usually 21 or 30 days) of proposed amendments. And some require the amendments to have been approved by the board first. Governing statutes may also set out requirements.

As well, most AGMs are attended by only a few members. Quorum is often an issue if no one counts noses in advance and makes sure enough voters will be present. A contentious bylaw change can bring out hundreds to a meeting that usually gets 35; the organization has to be prepared. Room size, availability of microphones, ballot printing and more can be affected.

Check your bylaws with regard to bylaw amendments (usually one of the last clauses). They likely say something like “members in attendance”, in accordance with governing statutes. If so, proxies are not valid for that purpose, another reason members need notice.

More importantly, in my opinion, most bylaw amendments require review of more than one clause. A change such as you propose might affect numerous clauses and may also require a set of transition clauses to implement the change. Related decisions have to be made, such as how many consecutive terms a person can fill, and how long a person must be off the board before being eligible for re-election. A significant change such as this should have legal review and advance consultation with members. At the very least, members need enough notice of the change to make an informed decision of whether or not to attend.

It is true that organizations can push through bylaw changes without involving a lawyer. It is also true that some of what gets passed is not legal and cannot be properly implemented. I joined one board that had passed a bylaw saying a quorum for board meetings was 40% of board members, but the governing statute required a majority.

If your organization requires bylaw changes to come from a board, and the board is the problem, prepare for a long process. But do not give up. The board may well realize that change is needed, but not know that others are willing to take on board duties, or work on bylaw changes. I have sat on several bylaws committees, and even a governance geek like me can find some sessions deadly dull. People start uttering sentences such as “Did we decide whether or not the amended s11.c(iii) conflicted with s44.a(ix)?” Nevertheless, the issues matter and a bylaw review should happen every few years.

If you are willing to serve on a bylaws Committee (more appropriately called a task force, as they have a time-limited specific task), let an officer of the board know that. Be prepared to be asked to stand for election if vacancies later occur because of the changes.

The person running the meeting should have gently explained that there had not been enough notice to members, and invited to you to speak privately with him or her later about future processes.

Also, that person could have opened discussion on the issue, to find out if other members shared your concern and what other solutions might be proposed. Such a discussion would have given the board some guidance on how members would like the issue to proceed. Most Annual General Meetings would be greatly improved if more discussion were encouraged and, in fact, pre-arranged, particularly about the future of the organization. The people who take pride in having an annual meeting over in ten minutes, with no controversy, are thinking like petty bureaucrats, not like people acting in trust for their community.

Rudeness, of course, is ethical only if shouting a warning about immediate physical danger. We do not have time to be polite about a falling piano. The circumstance you describe may reflect a lack of respect for members. If so, you might seriously wonder if you want to continue your involvement with that organization. However, I suggest you not make an abrupt judgment or decision. Is it part of a pattern of lack of communication, lack of responsiveness, and decisions that serve members poorly? Or is it just that the individual finds running an AGM quite stressful and responded out of character? Did the other board members wince or smile?

Most organizations find that implementing term limits leads to improvements in their organization. Having a balance of fresh ideas and energy with historical knowledge can work wonders. And most organizations have far more potential good directors than they realize.

However, as much as I believe in this as a wise practice for most organizations, I do know of small ones with a genuinely limited potential pool of directors that would have folded long ago with term limits. And these are valuable organizations within their community. There is no one right way.

Good luck getting your proposal seriously considered, and properly implemented if your organization is not one of these exceptions.

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

To submit a dilemma for a future column, or to comment on a previous one, please contact editor@charityvillage.com. For paid professional advice about an urgent or complex situation, contact Jane directly.

Disclaimer: Advice and recommendations are based on limited information provided and should be used as a guideline only. Neither the author nor CharityVillage.com make any warranty, express or implied, or assume any legal liability for accuracy, completeness, or usefulness of any information provided in whole or in part within this article.