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Bylaw Revision - Substitute


Greg Goodwiller, PRP

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On a conference call this morning with a client whose organization's Annual Meeting is tomorrow morning (and for which I have just been hired to serve as the meeting parliamentarian), I learned of their concern that rather than simply proposing particular amendments to the revision, there may be an attempt to introduce a substitute revision - which as of this moment, no one in the organization's leadership has seen, but which they believe exists. There is a hope that it will be ruled out of order because it was not submitted in advance, and has not been reviewed by their attorney, but I can't find anything in their bylaws or RONR to support that conclusion.

Any insights would be appreciated.

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50 minutes ago, Greg Goodwiller said:

[. . .] there may be an attempt to introduce a substitute revision -

which as of this moment, no one in the organization's leadership has seen, but which they believe exists.

There is a hope that it will be ruled out of order because it was not submitted in advance, and has not been reviewed by their attorney,

but I can't find anything in their bylaws or RONR to support that conclusion.

 

Q. Why is there "hope" that the revision will be ruled out of order? -- On what do they base their hope?

And what has an attorney review got to do with their bylaws amendment process?

***

• When the motion is moved to put the revision before the meeting, just have the membership move to Postpone Indefinitely, and be done with it.

• Alternatively, move to Lay On The Table the revision, while the first legitimate set of amendments are entertained ahead of all the new stuff.

 

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17 hours ago, Hieu H. Huynh said:

It seems that what is said about "General Revisions" in RONR 11th ed., p. 593 would apply.

Hieu, I don't see where that section provides a clear answer.  What do you think the answer is?    Is the substitute revision in order or not in order based on your reading of that section of RONR?

I think the answer could go either way, but I am inclined to take the position that the substitute revision would not be in order.  I base that in part on a reading of the sections (paragraphs) of RONR preceding and following the quoted section, and also considering the general principle that advance notice of bylaw amendments must be given. I'm also considering what I consider fundamental fairness.  I don't believe it is appropriate, even if "legal", to  spring a complete substitute revision on the membership without notice. If I were presiding, I would probably rule the proposed substitute revision out of order and let someone appeal my ruling if anyone is so inclined.   I understand that others may disagree and I am interested in hearing those thoughts.  I think it is a very interesting question and I don't see that RONR provides a clear answer.

I also agree with Mr. Goldworthy's suggestion that the proposed substitute revision could be laid on the table or postponed indefinitely if the chair (and/or the assembly) take the position that it is in order.  That sounds like a good approach, but if a member raises a point of order that the substitute revision is out of order, the chair will have to deal with the point of order first.

I hope Mr. Goodwiller comes back after the meeting.... which is probably in progress right now.... and lets us know how it worked out.

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2 hours ago, Richard Brown said:

I also agree with Mr. Goldworthy's suggestion that the proposed substitute revision could be laid on the table or postponed indefinitely if the chair (and/or the assembly) take the position that it is in order.  That sounds like a good approach, but if a member raises a point of order that the substitute revision is out of order, the chair will have to deal with the point of order first.

A motion to substitute is a form of the subsidiary motion to Amend, and can neither be laid on the table (without laying the main motion on the table) nor postponed indefinitely.

Apparently you are assuming that this "substitute revision" will be offered as a main motion, which I don't understand to be the case.

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