Can we do a bylaws revision but limit consideration to changes for which notice has been given?

[Guest Amy Gillespie]

We would like to propose extensive and general changes to our condominium association bylaws.  Section 57 of Robert's Rules states that in such a case, one would be making a revision and the assembly would not be limited to considering only the points of change included in the proposed revision as submitted by the committee that has drafted it.  This seems to violate the principle that assembly members receive notice of the proposed revisions, such that the only proper amendments from the floor would be those that create a smaller change. 

Am I correct about this?  If we are concerned about notice and do not want amendments from the floor that are outside the scope of the changes in the proposed revision, could we, instead of offering a revision to the bylaws, offer the proposed changes as a motion to consider as a whole under Section 28? 

[Hieu H. Huynh]

Perhaps they could be considered as "Isolated changes" instead of "General revisions".

[Joshua Katz]

In the case of a revision, the reason everything is laid open, so to speak, is that notice has been received that, in essence, a new set of bylaws is being considered, so there's no reason to assume anything would stay the same.  There's no reason a lengthy set of changes can't be presented as a series of motions to amend, rather than a revision.

[Guest Amy Gillespie]

Thanks so much for your replies. The problem with moving isolated changes or a series of amendments is that it would take forever. (It appears that under our bylaws we have to make the changes at an in-person meeting.).  Anyone else have a solution?

[Dan Honemann]

9 hours ago, Guest Amy Gillespie said:

We would like to propose extensive and general changes to our condominium association bylaws.  Section 57 of Robert's Rules states that in such a case, one would be making a revision and the assembly would not be limited to considering only the points of change included in the proposed revision as submitted by the committee that has drafted it.  This seems to violate the principle that assembly members receive notice of the proposed revisions, such that the only proper amendments from the floor would be those that create a smaller change. 

Am I correct about this?  If we are concerned about notice and do not want amendments from the floor that are outside the scope of the changes in the proposed revision, could we, instead of offering a revision to the bylaws, offer the proposed changes as a motion to consider as a whole under Section 28? 

Adoption of a motion to consider as a whole (as referred to on p. 278 of RONR, 11th ed.) simply means that the proposed revision will not be considered seriatim. It does not restrict in any way the extent to which the proposed revision may be amended, and is probably a bad idea.

[jstackpo]

Well, I s'pose you could move to suspend the rules and allow only "change-related" amendments.  Requires a 2/3 vote, and is all but certain to bring up "What are they trying to pull on us?" sorts of questions.  And to be fair about it you will have to prepare side-by-side documents showing exactly what was proposed for change in the old vs. new bylaws texts.  Probably take as long to go through that pair of docs as do "isolated changes" one by one.

Bite the bullet - use the revision method.  What ARE you trying to pull, anyway?

[Guest Amy Gillespie]

Thanks so much for your replies. The problem with moving isolated changes or a series of amendments is that it would take forever. (It appears that under our bylaws we have to make the changes at an in-person meeting.).  Anyone else have a solution?

[Dan Honemann]

You seem to be looking for a solution to what you are afraid will be a problem to someone other than the membership.

[Josh Martin]

6 hours ago, Guest Amy Gillespie said:

Thanks so much for your replies. The problem with moving isolated changes or a series of amendments is that it would take forever. (It appears that under our bylaws we have to make the changes at an in-person meeting.).  Anyone else have a solution?

You can present them as isolated changes, which will have scope of notice limitations on amendments, or as a revision, which will not. If you want to have your cake and eat it too, you'll need to adopt a rule of order for the session, such as the one Dr. Stackpole suggested, which requires a 2/3 vote.

That's it. There are no other options.

[Shmuel Gerber]

8 hours ago, Josh Martin said:

You can present them as isolated changes, which will have scope of notice limitations on amendments, or as a revision, which will not. If you want to have your cake and eat it too, you'll need to adopt a rule of order for the session, such as the one Dr. Stackpole suggested, which requires a 2/3 vote.

That's it. There are no other options.

When RONR (p. 593, ll. 22-25) states, "[In] the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it," I think that the committee it is talking about is one of the type mentioned on page 566, ll. 23-26: "[If] an existing society wishes to undertake a general revision of its bylaws, a committee to draw up the proposed revision can be appointed at any regular meeting, just as any other special committee."

When the society itself appoints a committee to draft a revision of the bylaws, then notice of the revision is "notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time" (quoted phrase from p. 593, ll. 20-22). But I am not entirely persuaded that any member, or even a committee that has not been authorized by the society to draft a revision, has the right to provide notice that a revision will be moved at the next meeting, or to provide the text of a proposed revision, with the assumption that it will be fully open to amendment that exceeds the scope of the changes proposed.

I will admit that RONR is not very clear about this (and I am speaking only on behalf of myself). However, General Robert was very specific in PL (p. 371): "When a society appoints a committee on revision of the by-laws, that in itself is sufficient notice that the committee may submit an entirely new set of by-laws, and therefore members should be prepared for any kind of change. . . . The restrictions imposed upon amending ordinary amendments proposed to by-laws do not apply to amending a revised set of by-laws submitted by a committee on revision." And several times in the Q&A section about amendment of bylaws, particularly in the answer to Question 83 (pp. 442-443), he reiterates the need for appointing a committee if a bylaws revision is desired.

[jstackpo]

A real-life (mine) variation on this question:  if a standing bylaws committee, established in the bylaws and tasked, in the bylaws, to "review the current bylaws and may recommend proposed amendments" undertakes such a "review" and finds that the bylaws are in quite bad shape, is the committee free to propose a full General Revision of those bylaws?  

At no point was the committee specifically asked to produce a revision, but only to look things over and come back with recommendations, but the mess the committee found could not be (easily) repaired by a collection of individual amendments. 

[George Mervosh]

8 hours ago, jstackpo said:

A real-life (mine) variation on this question:  if a standing bylaws committee, established in the bylaws and tasked, in the bylaws, to "review the current bylaws and may recommend proposed amendments" undertakes such a "review" and finds that the bylaws are in quite bad shape, is the committee free to propose a full General Revision of those bylaws?  

At no point was the committee specifically asked to produce a revision, but only to look things over and come back with recommendations, but the mess the committee found could not be (easily) repaired by a collection of individual amendments. 

Since a revision is a form of amendment, I think the answer is yes.

[Shmuel Gerber]

9 hours ago, jstackpo said:

A real-life (mine) variation on this question:  if a standing bylaws committee, established in the bylaws and tasked, in the bylaws, to "review the current bylaws and may recommend proposed amendments" undertakes such a "review" and finds that the bylaws are in quite bad shape, is the committee free to propose a full General Revision of those bylaws?  

At no point was the committee specifically asked to produce a revision, but only to look things over and come back with recommendations, but the mess the committee found could not be (easily) repaired by a collection of individual amendments. 

 

1 hour ago, George Mervosh said:

Since a revision is a form of amendment, I think the answer is yes.

A revision is indeed a form of amendment, so there is no question that any individual or committee that has the right or the power to draft, give notice of, and propose an amendment to the bylaws may do so in the form of a revision, i.e., a motion to substitute proposed text in place of the entire text of the existing bylaws.

The only question here is, what are the circumstances in which the consideration of a proposed revision opens the bylaws to changes beyond the scope of the changes proposed in the revision?

[jstackpo]

2 hours ago, Shmuel Gerber said:

The only question here is, what are the circumstances in which the consideration of a proposed revision opens the bylaws to changes beyond the scope of the changes proposed in the revision?

In the light of the clear statement about "[just like] adopting bylaws for the first time" and revisions on p. 593, what (limiting) circumstances did you have in mind?

[Shmuel Gerber]

42 minutes ago, jstackpo said:

In the light of the clear statement about "[just like] adopting bylaws for the first time" and revisions on p. 593, what (limiting) circumstances did you have in mind?

Read my first post above. The text presupposes that there is a "proposed revision as submitted by the committee that has drafted it," and my contention is that such a committee must have been authorized to propose a revision, if the notice of the revision is to serve as notice that the bylaws will be open to amendment as fully as if the society were adopting bylaws for the first time.

It would make hardly any sense for the rule to be that the form in which a motion to amend the bylaws is provided in the notice is the determining factor. That would mean that if an individual member gives notice of a substitute for the article on dues in which the dues would be raised from $10 to $25, then no other words in that article can be amended, and no increase in dues beyond the $25 amount could be adopted. But if that same individual member gives notice of a "revision" to the bylaws in which the only proposed change is raising the dues from $10 to $25, then not only could any other amount be proposed, but the entire structure of the organization could be revamped -- with no notice to the members and no review by a committee of any of the actual areas of change contemplated, other than the change in dues amount. This would force all the members who care about the organization to attend the meeting simply to ensure that a set of completely unknown, brand-new bylaws are not imposed on them by a bare quorum of members.

[jstackpo]

I think you may be implicitly inventing new rules....

If a member did propose to present a "revision", or even a "General Revision" to use the RONR terminology, and did use those magic words, it would be a clear requirement that the total new text be sent to the membership within the (presumed) notification time limit, as is the case with the text of any specific amendments to the bylaws.  And even if the only actual change was, as in your example, the dues, the membership can inform itself of that by careful reading.    So the members do know what's coming (and what could come) and can act accordingly.

And, you bet, the members had better show up at the meeting if they care about "stealth amendments" that would be proper when a notice of a General Revision has been given - that is what a notice is for.

Frankly, I don't see how you could write a coherent rule that set some upper limit for a number of specific amendments (embedded in a general revision) as disallowing amendments to the revision text elsewhere, while a larger number of amendments (again embedded in the revision) were "sufficient" to open up the entire revision text to amendment.

Such a rule certainly is not found in RONR.

[Shmuel Gerber]

19 minutes ago, jstackpo said:

I think you may be implicitly inventing new rules....

If a member did propose to present a "revision", or even a "General Revision" to use the RONR terminology, and did use those magic words, it would be a clear requirement that the total new text be sent to the membership within the (presumed) notification time limit, as is the case with the text of any specific amendments to the bylaws.  And even if the only actual change was, as in your example, the dues, the membership can inform itself of that by careful reading.    So the members do know what's coming (and what could come) and can act accordingly.

And, you bet, the members had better show up at the meeting if they care about "stealth amendments" that would be proper when a notice of a General Revision has been given - that is what a notice is for.

Frankly, I don't see how you could write a coherent rule that set some upper limit for a number of specific amendments (embedded in a general revision) as disallowing amendments to the revision text elsewhere, while a larger number of amendments (again embedded in the revision) were "sufficient" to open up the entire revision text to amendment.

Such a rule certainly is not found in RONR.

John, either I'm not being clear or you're just not paying attention to what I'm saying, which is that the society can appoint or authorize a committee to prepare a revision, in which case the entire bylaws are subject to change, but no individual member can make this happen by simply calling a set of proposed changes a "revision". There are no "magic words". It is the fact that a duly appointed bylaws revision committee gives notice of a revision, not simply the form in which the changes are presented, that opens up the bylaws to any and all changes.

And if I am inventing this rule, it is an old rule (as stated clearly in PL) that I am (re?)inventing, not a new one.

[Dan Honemann]

26 minutes ago, Shmuel Gerber said:

John, either I'm not being clear or you're just not paying attention to what I'm saying, which is that the society can appoint or authorize a committee to prepare a revision, in which case the entire bylaws are subject to change, but no individual member can make this happen by simply calling a set of proposed changes a "revision". There are no "magic words". It is the fact that a duly appointed bylaws revision committee gives notice of a revision, not simply the form in which the changes are presented, that opens up the bylaws to any and all changes.

And if I am inventing this rule, it is an old rule (as stated clearly in PL) that I am (re?)inventing, not a new one.

I agree.

As I understand it, a motion that a completely new set of bylaws be substituted for a society’s existing bylaws (the sort of general revision referred to on p. 593 of RONR, 11th ed.) can only be offered for adoption by a committee that has previously been authorized by the society to do so.

[Weldon Merritt]

I had never considered the idea that a revision can be proposed only by a committee authorized to draft one. But after reading the responses of Mr. Gerber and Mr. Honemann, and re-reading the RONR provisions relating to bylaws revisions, I think they are right. It certainly makes sense that there should be a bit more control over the submission of a complete revision than over the submission of isolated changes. 

[Kim Goldsworthy]

Q. Can I, as a member of the society, be recognized and give previous notice, likewise? -- "I rise to give notice of a revision of the bylaws."

 

[Gary Novosielski]

1 hour ago, potzbie said:

Q. Can I, as a member of the society, be recognized and give previous notice, likewise? -- "I rise to give notice of a revision of the bylaws."

 

Apparently not.

[jstackpo]

I take it, then, that a number of you (plural "you") are asserting that the ONLY way a General Revision can come into being is if a committee is specifically requested to undertake the construction of one.

I see no foundation for that restriction anywhere in the book.

p. 566, line 25, allows that a committee "can be appointed" to do so, but that is not even close to a restriction that one must be appointed to do so.

It follows from the assertion of "the only way", that if an energetic individual drew up a full General Revision (out of the goodness of his heart), it would be out of order for him to present it to the Secretary for a notice & distribution to the members for their consideration at the next meeting. 

You contend that is true?

(Maybe the restrictive rule is in the development notes for RONR/12.)

[Gary Novosielski]

It says that such a committee "can be appointed at any meeting", not to suggest that its creation is optional, but rather to stress that its creation is the same as the creation of any special committee, without additional restrictions.

In §57, under GENERAL REVISIONS,  we are told 

Quote

 

...in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it.

 

It is clearly presumed that any revision will be the product of a committee appointed for the purpose of drafting it.

[Dan Honemann]

 

10 hours ago, jstackpo said:

It follows from the assertion of "the only way", that if an energetic individual drew up a full General Revision (out of the goodness of his heart), it would be out of order for him to present it to the Secretary for a notice & distribution to the members for their consideration at the next meeting. 

You contend that is true?

 

No, I think he may certainly do so, but as noted on page 593, lines 1-14, in such an instance his proposed revision will not be open to amendment as fully as if the society were adopting bylaws for the first time, and only changes within the scope of those contained in his proposed substitute will be able to be considered.

I like the way the distinction is expressed in the 1943 and 1951 editions, on page 273:

"When a committee on revision of the by-laws reports a new set of by-laws as a substitute for the old set, it is not treated like a substitute proposed by any one else. The appointment of such a committee by the society is notice that the committee will submit a new set of by-laws that will be open to amendment as fully as if the society were adopting bylaws for the first time." (emphasis supplied)

 

 

[jstackpo]

On 3/19/2016 at 2:37 AM, Gary Novosielski said:

It is clearly presumed that any revision will be the product of a committee appointed for the purpose of drafting it.

Presumed, but hardly mandated.

On 3/19/2016 at 6:51 AM, Daniel H. Honemann said:

No, I think he may certainly do so, but as noted on page 593, lines 1-14, in such an instance his proposed revision will not be open to amendment as fully as if the society were adopting bylaws for the first time, and only changes within the scope of those contained in his proposed substitute will be able to be considered.

I like the way the distinction is expressed in the 1943 and 1951 editions, on page 273:

I still (tiresomely now, to be sure) see nothing that pegs the allowable scope of amendments (i.e., relative to only specific changes, v. anywhere) to the number of people who drew up those amendments, i.e., an individual vs. a committee. It is the nature of the amendments - isolated changes or a full text General Revision - that determines how extensively those amendments may be themselves amended, not the source of the bylaw amendments.

Let us agree to disagree (it's spring, after all, even though it may be snowing on George Merv.) and wonder if RONR/12 will clearly mandate what is now only a presumption.