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Revison (not Amendment) to Bylaws


Guest Nancy

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What notice is required when it is proposed that a Bylaws Convention be held to revise the Bylaws?  Is it required that members be given copies of the proposed revised bylaws in advance of the "Convention"?  Or, are members just notified that there will be a Bylaws Convention to revise the bylaws, and the "Convention" itself is actually a "free for all" where anything can happen to the bylaws without notice to the membership, except for those present at the "convention"?

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If your bylaws provide for a "Bylaws Convention" then you should look to them for answers.  If the bylaws don't provide for a "Convention" then what it sounds like you all are trying to do is have a Special Meeting which can only be done if the bylaws provide for them (also check the amendment provision because it might limit when the bylaws can be amended).  Also, since you appear to believe that a revision is differrent than an amendment it very well may be that you all define a revision differently than RONR does (as an extreme form of amendment where there is no scope of notice issues) so you should check those bylaws to see what they say about doing a "revision."

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The Bylaws only address an "amendment" and not a complete revision.  They also do not address a "Bylaws Convention".  This is a large national nonprofit membership organization.  Many of us are concerned that leadership is proceeding "illegally".  The idea of a Bylaws Conventions is to take a look at all of the Bylaws and open them up to revision.  There has been no specific proposal for any amendments or the revision.  This is the only notice that has gone out to the membership:  "The 2015 [organization name] Conference will be held from [dates] in [conference location] at the [hotel name]. This is an opportunity for us to gather and tackle the critical issues on [organization's name] agenda and shape the future of [people's] rights. Additionally, this year’s conference will give [organization's] activists the opportunity to address our bylaws and organizational structure."  I'm on the board and have no idea what proposals will be made for bylaws revisions and we do not have a bylaws committee.  I do know leadership has referred to this as a "Bylaws Convention", and more recently has used the term "revision".

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The Bylaws only address an "amendment" and not a complete revision. They also do not address a "Bylaws Convention". This is a large national nonprofit membership organization. Many of us are concerned that leadership is proceeding "illegally". The idea of a Bylaws Conventions is to take a look at all of the Bylaws and open them up to revision. There has been no specific proposal for any amendments or the revision. This is the only notice that has gone out to the membership: "The 2015 [organization name] Conference will be held from [dates] in [conference location] at the [hotel name]. This is an opportunity for us to gather and tackle the critical issues on [organization's name] agenda and shape the future of [people's] rights. Additionally, this year’s conference will give [organization's] activists the opportunity to address our bylaws and organizational structure." I'm on the board and have no idea what proposals will be made for bylaws revisions and we do not have a bylaws committee. I do know leadership has referred to this as a "Bylaws Convention", and more recently has used the term "revision".

When a complete revision to the bylaws is considered, any amendments to the proposed revision are in order, and notice of such amendments is not required. The bylaws do not need to specifically mention revisions in order for a revision to be proposed. A revision is a particular type of amendment, so any rules in the bylaws referring to amendments also refer to revisions, unless otherwise noted.

Additionally, notice of a revision need not include the text of the revision unless the bylaws so provide (although it is generally provided anyway). So as you said earlier, it is essentially a "free for all where anything can happen to the bylaws." Notice of a revision means that anyone who cares about the contents of the bylaws had better show up.

With that said, however, there appears to be some doubt as to whether this particular meeting or this particular revision is proper. Any regular or special meetings must be held or called in accordance with the rules in your bylaws. Whether the society's officers call it a "bylaws convention" or not makes no difference.

Additionally, I do not think the notice which has been provided is sufficient notice of a revision to the bylaws. The phrase "address our bylaws" is far too vague to provide meaningful notice of anything. If your bylaws require previous notice of amendments to the bylaws (most bylaws do), then it seems to me that the proposed revision will not be in order, unless there is still time to provide proper notice and this is done.

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Here are the relevant Articles in the By Laws of this organization:

 

Article XIV. Amendments

Section 1. National Conference

These bylaws may be amended by a three-fifths vote at the national Conference, provided that: A. The amendment is proposed by either a majority vote of the National Board, 500 members, two state organizations, or fifty chapters. B. The proposed amendment is submitted to the Board at least 120 days in advance of the national Conference for publication in an every-member [NAME OF ORGANIZATION] publication. C. The existent bylaw plus the proposed amendment is published in an every-member [NAME OF ORGANIZATION] publication at least sixty days prior to the meeting of the National Conference.

 

Section 2. Postal Ballot

These Bylaws may be amended by a referendum of postal ballots in which a majority of the valid returned ballots show approval of the change, provided that: A. The amendment has been proposed by either a majority vote of the National Conference, the majority of the Board, 2,000 members, seventeen state organizations, or one hundred-fifty chapters. B. At least sixty days before the mailing of the ballots, an announcement is made in an every-member [NAME OF ORGANIZATION] publication, including the existent bylaw, the proposed amendment, and pro and con arguments written by representatives of opposing sides. C.The above announcement is repeated in the ballot mailing.

 

Section 3. Publication of Amendments

The National Board shall print in an every-member [NAME OF ORGANIZATION] publication announcements of all amendments submitted to it within proper deadlines by proper bodies as defined in Sections 1 and 2 above.

 

Article XV. Parliamentary Authority

Except as herein provided, all proceedings of [NAME OF ORGANIZATION] shall be governed by Robert’s Rules of Order Newly Revised.

 

In my opinion, Article XIV. Amendments applies to all amendments, regardless of how extensive they may be, including revisions.  That a complete revision of the By Laws is not referenced in Article XIV just means that revisions follow the exact same rules as any other amendment.  That Robert's Rules treats revisions differently from other amendments would not seem to apply here, as Article XIV of our By Laws does not make any such distinctions.  Also, the words "Except as herein provided" in Article XV would seem to preclude applying Robert's Rules to Amendments, since Article XIV is clearly "herein provided" and delineates exactly how amendments are to be treated.

 

Am I right about this?

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Have to say no.

 

Although your bylaws do clearly (and well) spell out how bylaw amendments are to be proposed for consideration at a convention, they are completely silent on any non-standard procedure to be followed in their consideration at the convention, including saying nothing about (further) amendments to the proposals offered from the floor.  Thus the RONR default procedure applies, and a revision, which is in effect a single amendment to the entire set of bylaws, may be proposed and, when this happens, be considered without regard to "scope of notice."  Just be sure the word "revision" is in the advance notice to the membership (perhaps with a little explanation of what "revision" means in this context).

 

The postal ballot is another issue. There would appear to be no opportunities for "floor" amendments so it is immaterial how the amendments are processed:  they have to be adopted an "all or nothing" vote on each single amendment, or, if a revision, on the entire package.

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I have an additional related question.  If the bylaws go out by postal ballot, would there just be one yes or no vote for the entire set of bylaws or could people vote individually on each of the changes by section throughout the bylaws being proposed?

 

In other words, if the bylaws are a revision, would the change be a single presentation of the entire new set of bylaws or could it be parsed into several sections with a yes or no vote on each section? 

 

So for example say that people like what we currently have for board size and makeup but the proposed revision says that the size and makeup should be say smaller and elected from a different set of regions.  Could they vote yes on everything else and say no to board membership thus keeping the old set of region and membership intact?

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If a bylaw revision is considered in a meeting following the procedures in RONR, only one vote is taken to adopt or reject the revision. However, before that vote is taken, the proposed amendments are considered seriatim, that is, one section, one article at a time, Each proposed amendment can be refined by further modification, or left as is, before the final vote on the entire revision. In addition, amendments other than those orginally proposed can be introduced.

 

In your case using a postal vote, the procedures in RONR cannot be applied, so it's going to be up to you to figure out how to handle this. Personally, I don't see any way to efficiently handle any additional amendments other than what was proposed by previous notice.

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