The bylaws of a company are a set of rules that govern the operation and management of the organization. They typically outline the procedures for making decisions and conducting meetings, including the process for amending the bylaws themselves. A common question that arises is whether the bylaws, which stipulate that they can only be amended at a special meeting, can be amended via a round robin resolution.

A round robin resolution is a process by which all members are given the opportunity to vote on a proposed change to the bylaws without convening a physical meeting. Instead, each member is sent a copy of the proposed change and given a deadline by which to cast their vote. Once all votes are received, the resolution is considered passed or rejected based on a majority vote.

Whether or not a round robin resolution can be used to amend the bylaws of a company depends on the specific language of the bylaws themselves. If the bylaws state that amendments can only be made at a special meeting, then a round robin resolution to amend the bylaws would not be a valid method for making changes. In this case, the company would need to follow the standard procedures for calling a special meeting and obtaining the necessary votes to pass the amendment.

If, on the other hand, the bylaws do not specify that amendments can only be made at a special meeting, then it may be possible to use a round robin resolution to amend the bylaws. However, it is important to note that this process may not be suitable for all types of amendments. For example, significant changes to the bylaws that require extensive discussion and debate may be better suited to a special meeting where members can discuss the proposed changes in person.

In conclusion, the ability to use a round robin resolution to amend the bylaws of a company depends on the specific language of the bylaws themselves. If the bylaws stipulate that changes can only be made at a special meeting, this process must be followed. If the bylaws are silent on the matter, a round robin resolution may be a viable option, but it is important to consider the nature and complexity of the proposed changes before proceeding with this process.