A Special Member Meeting of the Osher Membership will be held at 4:00pm sharp on Friday November 14th in the Osher classrooms in Cyert Hall
A Special Meeting of the membership has been scheduled by the Board of Directors, at the request of a group of members, in accordance with the provisions of Article X of the Osher bylaws. The group requested this membeship meeting to vote on amendments to the Osher bylaws that they have proposed. A marked up copy of the Osher bylaws, which the group provided, is attached. It shows the changes the group is proposing in red text. In accordance with the provisions of Article X, addressing the groups submittal will be the only topic of the meeting.
Be advised, however, that the group's submittal of these proposed bylaw changes violate Article XII of the bylaws which states that the Board of Directors reviews and approves all proposed bylaw changes prior to submittal to the membership for approval at a Special Meeting or an Annual Meeting. (The purpose of the bylaw requiring Board review is to ensure that the proposed amendments are consistent with the governing documents of Osher and are in the best interest of the organization.) Articles X and XII of the bylaws are attached for your reference. The group spokesperson was asked if they wanted the bylaw changes they proposed to be submitted to the Board for review in accordance with Article XII. The spokesperson specifically refused and stated they wanted them to be directly acted on by the membership without Board review.
There are no provisions in the Osher bylaws that provide an exception to Article XII which states the Board reviews and approves all proposed changes before they are presented to the membership. Further it is a well-established governance principle, that one organization bylaw can't be used to invalidate or bypass the requirement of another of the organization's bylaws.
Therefore, any vote taken on the proposed amendments to the bylaws at the November 14th Special Members Meeting will not be binding on the Osher Board of Directors nor included in the approved bylaws.
If you plan to attend, please pre-register on the Osher at CMU website for ID 5834. Pre-registration will enable us to ensure that the classroom space will be sufficient to accommodate everyone.