Amending Bylaws

[Jim Anderson]

Currently, our bylaws specify in Article X, the process for amending our bylaws with the following reading:

"These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after such amendments have been read at a previous meeting and a copy sent to each member household in writing via US Postal Service or electronic mailing at least ten (10) days prior to the meeting at which said amendments shall be considered."

The Chairperson of our Board of Trustees (also ex-officio member of the Bylaws Committee of which I am Chair) is somewhat forcefully proposing an amendment to the above bylaw which appears to be “special rules of order”. I am having trouble determining if this is appropriate given how very important a societies bylaws are to the membership as a whole.

• The amendment would require any voting member wishing to propose an amendment to our bylaws must submit written text of the amendment to the Bylaws Committee for review.

• Further, the Board of Trustees may also propose and amendment of their own.

• The committee would review for conflicts with existing bylaws.

• All proposed amendments prior to submission to our membership, must first be submitted to the Board of Trustees for discussion, refinement and approval before submitting to the membership per the existing requirements above.

My question:

Is this amendment appropriate in accordance with RONR? I wonder, given the fact that the membership would only be allowed an opportunity to consider and vote for an amendment to our bylaws following the governing body of the society vetting and approving the amendment?

[Hieu H. Huynh]

The bylaws could be amended by following the procedures in the bylaws for their amendment.

[Gary Novosielski]

38 minutes ago, Jim Anderson said:

Currently, our bylaws specify in Article X, the process for amending our bylaws with the following reading:

"These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after such amendments have been read at a previous meeting and a copy sent to each member household in writing via US Postal Service or electronic mailing at least ten (10) days prior to the meeting at which said amendments shall be considered."

The Chairperson of our Board of Trustees (also ex-officio member of the Bylaws Committee of which I am Chair) is somewhat forcefully proposing an amendment to the above bylaw which appears to be “special rules of order”. I am having trouble determining if this is appropriate given how very important a societies bylaws are to the membership as a whole.

• The amendment would require any voting member wishing to propose an amendment to our bylaws must submit written text of the amendment to the Bylaws Committee for review.

• Further, the Board of Trustees may also propose and amendment of their own.

• The committee would review for conflicts with existing bylaws.

• All proposed amendments prior to submission to our membership, must first be submitted to the Board of Trustees for discussion, refinement and approval before submitting to the membership per the existing requirements above.

My question:

Is this amendment appropriate in accordance with RONR? I wonder, given the fact that the membership would only be allowed an opportunity to consider and vote for an amendment to our bylaws following the governing body of the society vetting and approving the amendment?

I am having no trouble determining if this would be appropriate, but I'm not a member.

It doesn't matter if it is in accordance with RONR (which it certainly is not), because the bylaws outrank RONR.  As long as the current procedures are followed, that amendment to the bylaws could be made properly.  That would not make it a good idea, but it would be procedurally correct, and enforceable.

I believe that rules for amendment of the bylaws must be contained in the bylaws rather than as a special rule of order, since the rules in the bylaws outrank the rules in any special rules of order.

[Jim Anderson]

Thank you for your thoughts.

I understand your response and suppose in the back of my "pea brain" felt this was probably the case. I am however still having great difficulty with the way in which this has been presented (ostensibly as an order) and wonder if I dare refuse (of course with approval of the rest of the committee)? As I was appointed as Chair of the Bylaws Committee by this individual, I have no misconception that I could be fired. Then too, as I understand "ex-officio" there is no implication I have found that this individual as "ex-officio" has any more rights in the committee than any other member (but then of course there is the life outside the committee).

Thank you again,

Jim Anderson

[Dan Honemann]

You say that a member of your committee is proposing an amendment to your bylaws "which appears to be 'special rules of order'”, but I'm not at all sure what you mean by this. As you describe his proposal, it certainly appears to be a proposal to amend the bylaws (although not in exact language as yet), and not a proposal to create a special rule of order.

In addition, it's not clear what role your committee now plays in the bylaw amendment process.

[Jim Anderson]

My comment with respect to "special rule of order" was meant to refer to the proposed amendment wording having the appearance of an SRO and not in reference to the existing bylaw. Even saying that, I understand if the amendment were to be adopted by the membership in accordance with the existing bylaw, the result would be a bylaw. In addition, I apologize for confusing my question with reference to "special rules of order".

In our organization, the bylaws committee was formed (with Board informal agreement however short of creating a "standing committee" some 14 years ago) to perform continuing reviews of our bylaws with diligent effort to ensure they remain current but also consistent as possible with founding members intent; provide proposed amendments when deemed necessary, first to the Board with hopes of concurrence and then to the membership as described in the current Article X of our bylaws.

Historically Board formal approval was understood by all as not required however has been received in every year and on occasion, with adjustments to the proposals based on Board suggestions.

To provide perhaps just a little more history (recent), due to some concerns of the Board, one or two of the committee's proposals for this year would be better served as "policy" by the Board. As this was not unanimous within the Board, the Chairman of the Board (also ex-officio member of the committee) called for a Special Board meeting last week for this last Tuesday with the "call" stated as "Board discussion on By-laws vs. Policies". Members at large were invited to this special session. After lengthy discussion (mostly within the described "call"), the Chair motioned to create a Board "policy" with the very words noted in my first post regarding the current wish to make it an amendment to bylaws. I point out that our Board members total less than 12 and as such the Board has adopted the RONR "Small Board" relaxed rules. At any rate a committee chair (not bylaws committee) raised a "point of order" from the floor that this motion did not comply with the described "call". Note that our committee chairs have a voice at Board meetings but no vote per bylaw. The "point of order" was passed over and the Chair called for a vote of the Board. There were seven of the eleven members present (constituting quorum). Result = 2-for; 3-against; 2-abstain. Even though the motion may not have been appropriate according to the "call", it failed due to a majority "no" vote. Two days following the "special board meeting", the Chair (also ex-officio member of bylaw committee) sent an email to me alone (chair of bylaw committee), with instructions that I place this proposed amendment on the docket for the committee's upcoming "reading" to the membership at the general meeting next week.

I apologize in advance for airing our "soiled laundry". I felt it necessary to give background and hopefully better defined explanation behind my questions here.

Thank you very much

[Gary Novosielski]

As an ex-officio member of the committee, the CoB has no powers greater than any other member, and any recommendations out of the committee would still need majority approval.

The CoB, acting alone has no power to instruct a committee.  Only the body to whom the committee reports may instruct the committee.  How was your committee formed, and to whom does it report?

[Jim Anderson]

According to our bylaws, the government of the organization is the Board of Trustees and that the Board is responsible for the maintenance and operation of all activities in the organization and although various phases of this responsibility may be delegated to officers and committees, the Board has ultimate responsibility. In addition the bylaws require the CoB to appoint all committees necessary for the activities and functions of the organization.

Over the last 14 years the custom has been to report to the Board of Trustees prior to presenting to the membership as required in our bylaws (see top of this thread for wording in our bylaws. Our report to the Board again by custom and accepted by the Board's over this period of time has been for their information prior to submittal to the membership. Although there have been suggestions from the Board from time to time for the committee to review and incorporate Board suggestions, which we have done or given adequate explanation to the Board why we could not and up to this point in time has always been accepted (either changes made or Board acceptance of our reasons for not making changes).

I guess this is the long way to get to the fact we do report to the Board of Trustees. I hope this answers both of your questions.

Thank you

[Dan Honemann]

You say that:

"Two days following the "special board meeting", the Chair (also ex-officio member of bylaw committee) sent an email to me alone (chair of bylaw committee), with instructions that I place this proposed amendment on the docket for the committee's upcoming "reading" to the membership at the general meeting next week."

I don't know exactly what is meant by the "docket", or by a "reading" to the membership, but if you as chairman of the bylaws committee are going to submit a report on behalf of the committee at next week's membership meeting, I suggest you take a look at what is said in Section 51 of RONR (11th ed.) concerning reports of boards and committees.

Any report you submit on behalf of your committee can contain only what has been agreed to by your committee.

[Dan Honemann]

The more I think about this the worse it gets.

This proposal to amend your bylaws so as to require that all proposed amendments, prior to submission to the membership, must first be submitted to the Board of Trustees for discussion, refinement and approval appears to be a power grab of the worse sort. Based solely upon what you have posted, it seems to me that your committee should do everything it can to make sure that your membership understands that, if adopted, this proposed amendment will vest in your Board of Trustees the power to block any further amendment to the bylaws which it doesn't like. 

[Gary Novosielski]

On 4/9/2016 at 8:23 PM, Jim Anderson said:

According to our bylaws, the government of the organization is the Board of Trustees and that the Board is responsible for the maintenance and operation of all activities in the organization and although various phases of this responsibility may be delegated to officers and committees, the Board has ultimate responsibility. In addition the bylaws require the CoB to appoint all committees necessary for the activities and functions of the organization.

Over the last 14 years the custom has been to report to the Board of Trustees prior to presenting to the membership as required in our bylaws (see top of this thread for wording in our bylaws. Our report to the Board again by custom and accepted by the Board's over this period of time has been for their information prior to submittal to the membership. Although there have been suggestions from the Board from time to time for the committee to review and incorporate Board suggestions, which we have done or given adequate explanation to the Board why we could not and up to this point in time has always been accepted (either changes made or Board acceptance of our reasons for not making changes).

I guess this is the long way to get to the fact we do report to the Board of Trustees. I hope this answers both of your questions.

Thank you

Although by custom you apparently often send a report [noun] to the board, your bylaws seem to suggest that the bylaws committee would properly report [verb] to the membership, since that is the only body authorized to amend the bylaws.  Of course, the section of the bylaws you quoted has no mention of a bylaws committee at all.  The right of the chairman of the board to appoint committees means that he names the people to serve on them.  It does not give him the power to create new committees, so my question of how the bylaws committee was established remains.

Custom is the lowest rung of priorities.  Nomatter how often it is repeated, or how deeply it is entrenched, it falls to the ground in the face of any written rule, especially one in the bylaws.  

I fully agree with Mr. Honemann that this is a blatant power grab, and should be resisted.

[Jim Anderson]

To both Daniel and Gary: Thank you so much for your thoughts. I can see where I have used terms that may not have clear definition in this venue. 

First, "docket" was our CoB's description for the committees report (of committee produced proposed amendments to our bylaws).

Secondly "reading" is a term in our organizations bylaw amendment process in which we must "read" proposed amendments to the membership at a meeting prior to the meeting at which a vote will be taken on the amendments by the membership.

I totally agree with both of you in that when presented with this proposed amendment to our bylaw Article X (bylaw amendments), which I considerd it to be a horrible abuse of authority particularly in light of the apparent demand appearance, I felt a great urgency to do all I could to twart the "power grab". At any rate the issue seems to have died after I responded to the demand via email (copying the entire Board), by respectfully declining to do so. I have not been "fired" as yet so perhaps this "CoB proposal" has died for the moment.

I also understand that "Custom" methods of operation or traditions do reside at "the lowest rung of priorities". A pitfall of the way our bylaws are written is there is no description or designation of "Standing Committees", so at this point, the CoB appoints all committees with the exeption of "Nominating" and "Budget" which are dsescribed however not specifically as "Standing". There is also no description of the "amendment proposal process" other than that in "guidelines" for the committee which are not adopted by the Membership or the Board and were written only as guidelines.

Given time and assuming I am still chair, my committee will be working on plans to better define our organization's administrative processes in "Standing Rules" or bylaw whichever is appropriate. My thought is that our organization needs "standing rules" enacted by the membership for processes directly affecting the membership at large. This of course differentiating any rules that affect Board administration. Our organization currently has none although the Board has enacted several "policy" rules of which some (in my opinion) affect membership as a whole and therefore may not be appropriate for adoption by the Board alone.

My committee (at least for the moment I still chair it) is resisting (as strenuously as we can), this push by the CoB and some on the Board (minority at this point) to control how bylaw amendments are presented to the membership.

Thank you again