Preamble amendments

[rhammar]

An organization’s bylaws require amendments to be submitted 6 months in advance of its biennial membership meeting. A proposed amendment was submitted more than 6 months before the meeting. However, the proposed amendment contains a preamble that the sponsor would like to modify. The question is whether the sponsor can modify the preamble to his proposed amendment less than 6 months before the meeting. RONR (page 298) states that the mover of a motion can modify it before it is stated by the chair. I understand that. But what about the 6-month notice requirement? And, does this requirement apply to the motion itself, or to the preamble as well?

[George Mervosh]

Without commenting on your organizations rules, any advance attempts to amend the preamble would be no different than attempts to amend the resolving clauses since the preamble is just as much a part of the motion as the resolving clauses. It might be possible to amend it once it's before the assembly for consideration. RONR (11th ed.), p. 595-597 & p. 108.

In general, once notice is given and you're inside the required time frame for giving it, it's simply too late to do anything about it.

[Dan Honemann]

Without commenting on your organizations rules, any advance attempts to amend the preamble would be no different than attempts to amend the resolving clauses since the preamble is just as much a part of the motion as the resolving clauses. It might be possible to amend it once it's before the assembly for consideration. RONR (11th ed.), p. 595-597 & p. 108.

In general, once notice is given and you're inside the required time frame for giving it, it's simply too late to do anything about it.

You sure about this, George?

[George Mervosh]

You sure about this, George?

I was. Ok, let me think about this some more.

[Josh Martin]

An organization’s bylaws require amendments to be submitted 6 months in advance of its biennial membership meeting. A proposed amendment was submitted more than 6 months before the meeting. However, the proposed amendment contains a preamble that the sponsor would like to modify. The question is whether the sponsor can modify the preamble to his proposed amendment less than 6 months before the meeting. RONR (page 298) states that the mover of a motion can modify it before it is stated by the chair. I understand that. But what about the 6-month notice requirement? And, does this requirement apply to the motion itself, or to the preamble as well?

Unless the Bylaws so provide, the notice doesn't need to include the exact wording of a proposed amendment. A statement of purport is sufficient. Therefore, the wording of the amendment could be changed before the meeting, so long as the changes do not exceed the scope of notice. Based on this principle, changing the preamble certainly seems to be in order.

[George Mervosh]

Unless the Bylaws so provide, the notice doesn't need to include the exact wording of a proposed amendment. A statement of purport is sufficient. Therefore, the wording of the amendment could be changed before the meeting, so long as the changes do not exceed the scope of notice. Based on this principle, changing the preamble certainly seems to be in order.

Ugh. Indeed. Assuming Mr. Hammar's rule required the exact wording be submitted was foolish, unless it's true.

[Gary Novosielski]

Even if the bylaws say that the exact proposed wording of the amendment must be stated in the notice, it may still be possible to make the motion with a different preamble, because the preamble presumably does not contain the actual text of the change.

I find it difficult to imagine a change to the preamble that would cause the modified motion to be beyond the scope of the notice if the Resolved clauses weren't changed. So even if you could not change the preamble in advance, you could move it as stated in the notice, and immediately move to amend the preamble.

You could give notice of your intention to either move the motion with a different preamble, or to move to amend it, even after the six month deadline. Note that this would not be required, but might be politically advisable.

Amendments to Resolved clauses would need a more complex analysis of the scope of the notice.

[Dan Honemann]

An organization’s bylaws require amendments to be submitted 6 months in advance of its biennial membership meeting. A proposed amendment was submitted more than 6 months before the meeting. However, the proposed amendment contains a preamble that the sponsor would like to modify. The question is whether the sponsor can modify the preamble to his proposed amendment less than 6 months before the meeting. RONR (page 298) states that the mover of a motion can modify it before it is stated by the chair. I understand that. But what about the 6-month notice requirement? And, does this requirement apply to the motion itself, or to the preamble as well?

Are we talking about amendments to the bylaws here, and if so, what does the preamble that was submitted do other than present reasons why the proposed amendment should be adopted?

[George Mervosh]

Dan's followup has me wondering why it would matter what was changed with the preamble ahead of time regardless of notice, if all it is are reasons to have the proposed amendment(s) adopted, since the resolving clause(s), if adopted, are the only ones going into the text of the bylaws. Is this correct?

[rhammar]

Gary, that was my conclusion. The sponsor in this case wants to amend one of the whereas's in the preamble to more fully state one of the reasons for the proposed amendment that is the substance of the motion. There is no effect on the scope of notice or the underlying motion. So it was my conclusion, logically, with minimal if any direction from RONR, or state nonprofit corporation law, that the modification of the preamble would be permissible even if within the 6 month notice period. This just makes sense, especially with this organization since it only considers and votes on motions and never preambles.

[jstackpo]

This is a tempest in a tea-pot.

Once the motion, with preamble, is on the floor for consideration, it can be amended to the member's heart's content. Any "missing" arguments in the preamble as it was submitted within the 6-month deadline, can be made in debate. ('Course, those amendments have to be germane and within scope of notice.)

[Dan Honemann]

This is a tempest in a tea-pot.

Once the motion, with preamble, is on the floor for consideration, it can be amended to the member's heart's content. Any "missing" arguments in the preamble as it was submitted within the 6-month deadline, can be made in debate. ('Course, those amendments have to be germane and within scope of notice.)

John, I agree that this is a tempest in a teapot, since we are now told that this so called "preamble" will not be placed before the assembly to be voted on anyway (which leads one to wonder why this question as to its modification was asked to begin with), but let's put all that aside.

Suppose that a member of a society whose bylaws are identical (in all relevant and material respects) to those in the sample bylaws (RONR, 11th ed., pp. 583-88) gives notice at the January meeting of his intention to move the adoption, at the February meeting, of the following resolution, which he submits in writing:

"Whereas, This society, with only two hundred members, is not raising enough dues money to do what we, its members, want it to do; now, therefore, be it

"Resolved, That Article III, Section 1, of the bylaws be amended by striking out 'two hundred' and inserting 'two hundred and fifty'."

At the February meeting, won't it be in order to modify or amend the preamble by inserting or adding one or more entirely different reasons for increasing the limit on membership? I would think so.

[jstackpo]

At the February meeting, won't it be in order to modify or amend the preamble by inserting or adding one or more entirely different reasons for increasing the limit on membership? I would think so.

Oh, agreed. In general it would seem to be very difficult to place any scope limitations on amendments to a preamble (presuming there was an earlier one for comparison) since preambles serve as arguments for a position &c. without the sort of detail that could even establish a scope. Germaneness would seem to be the only one. Misquoting "Joseph and the Amazing...": any dream argument will do.