Kim Goldsworthy

bylaws committee; rush deadline

21 posts in this topic

Assume:
Bylaws require only previous notice of amendment, without limitation of the period within which it must be acted upon (i.e., ordinary Robertian notice; no readings; no delays).

Assume:
In January, the general membership creates a Bylaw Committee.
The charge of the Bylaws Committee is to create a full revision of the bylaws.
The general membership fixes a "rush" deadline for the final report of the Bylaws Committee -- namely, the next regular meeting (February).

Question:
May the general membership act upon (adopt!) the revision in the February meeting (i.e., the same meeting as the final report of the Bylaws Committee)?

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Kim, my initial reaction, without researching it, is no, that would not be proper.  The actual text of the proposed new bylaws is not yet available.  I think the required notice requires that the text, or at least a summary of the new text, to be included with the notice.

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56 minutes ago, Richard Brown said:

Kim, my initial reaction, without researching it, is no, that would not be proper.  The actual text of the proposed new bylaws is not yet available.  I think the required notice requires that the text, or at least a summary of the new text, to be included with the notice.

I think it is correct that simply notifying members that a general revision to the bylaws shall be proposed is not sufficient notice, but it may still be possible to act upon the proposed revision at the February meeting. The bylaws committee, after completing its work, could ask the Secretary to include the required notice in the call of the meeting.

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1 hour ago, Kim Goldsworthy said:

Assume:
Bylaws require only previous notice of amendment, without limitation of the period within which it must be acted upon (i.e., ordinary Robertian notice; no readings; no delays).

Assume:
In January, the general membership creates a Bylaw Committee.
The charge of the Bylaws Committee is to create a full revision of the bylaws.
The general membership fixes a "rush" deadline for the final report of the Bylaws Committee -- namely, the next regular meeting (February).

Question:
May the general membership act upon (adopt!) the revision in the February meeting (i.e., the same meeting as the final report of the Bylaws Committee)?

"If the bylaws require only previous notice of an amendment without limitation of the period within which it must be acted upon, and a committee is appointed to revise the bylaws and report at a specified meeting, the appointing action is all the notice required, and the amendments can be immediately acted upon at the time the committee reports."  (RONR, 11th ed., p. 581) 

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1 hour ago, Daniel H. Honemann said:

"If the bylaws require only previous notice of an amendment without limitation of the period within which it must be acted upon, and a committee is appointed to revise the bylaws and report at a specified meeting, the appointing action is all the notice required, and the amendments can be immediately acted upon at the time the committee reports."  (RONR, 11th ed., p. 581) 

Above this quote on p. 581 is the statement that "If the bylaws provide no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on p. 121) has been given...(my emphasis). Does the above quote, stating that "the appointing action is all the notice required", override the stipulation on p, 121ff that for previous notice "only the purport need be indicated, but such a statement of purport must be accurate and complete"?  It would seem that an action to appoint a committee to revise the bylaws would not include an accurate and complete description of whatever amendments are forthcoming. Or in this case should the words 'revise the bylaws' be interpreted literally to mean a revision?

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1 hour ago, Bruce Lages said:

... p. 581 ...

P. 589, Principle 3, suggests that the answer to your first question is yes.  (I don't understand the second.)

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Page 581 is interesting.

Page 581 implies that page 121 (where previous notice is described) is incomplete.

Page 121 should say that there are three ways of giving previous notice.

Not just the two given:

   (a.) via an oral announcement.

   (b.) via the mailed call-to-meeting.

The act of creating a bylaw revision committee is itself the act of giving notice, per page 581.

***

If page 581 holds in general, then the act of creating a committee and giving it a fixed reporting date for any specific charge (like, to host a St. Patrick's Day party), is tantamount to: "giving notice that, when the committee reports out, a motion addressing that subject ('That we host a St. Patrick's Day party') will (likely) be introduced. -- And may be adopted, in that very meeting."

(See clip of page 121 for the oral method, and the written method.)

Quote

A notice can be given and taken note of in a meeting as
follows:
[...dialog...]
The secretary then records the notice in the minutes. If
the member desiring to give the notice is unable to obtain
the floor, the following variations in form can be used as
appropriate to the case:
[...dialog...]
Instead of being given at a meeting, a notice can also be
sent to every member with the call of the meeting at which
the matter is to come up for action, except where the rules of
the organization provide otherwise. In such a case, the mem-
ber desiring to give the notice writes to the secretary alone,
requesting that the notice be sent with the call of the next
meeting; and the secretary should then do this at the expense
of the organization.

 

 

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14 hours ago, Bruce Lages said:

Above this quote on p. 581 is the statement that "If the bylaws provide no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on p. 121) has been given...(my emphasis). Does the above quote, stating that "the appointing action is all the notice required", override the stipulation on p, 121ff that for previous notice "only the purport need be indicated, but such a statement of purport must be accurate and complete"?  It would seem that an action to appoint a committee to revise the bylaws would not include an accurate and complete description of whatever amendments are forthcoming. Or in this case should the words 'revise the bylaws' be interpreted literally to mean a revision?

The reference on page 581, lines 24-29, is to a committee authorized to propose a revision of the bylaws (as described on p. 593, ll. 16-31), and so that sentence above it, on lines 15-18, has no applicability.

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8 hours ago, Kim Goldsworthy said:

Page 581 is interesting.

Page 581 implies that page 121 (where previous notice is described) is incomplete.

Page 121 should say that there are three ways of giving previous notice.

Not just the two given:

   (a.) via an oral announcement.

   (b.) via the mailed call-to-meeting.

The act of creating a bylaw revision committee is itself the act of giving notice, per page 581.

No, the act of creating a bylaws revision committee is not itself the act of giving notice. 

However, I will agree that (as indicated on p. 581), if "the bylaws require only previous notice of an amendment without limitation of the period within which it must be acted upon, and a committee is appointed to revise the bylaws and report at a specified meeting, the appointing action is all the notice required".

8 hours ago, Kim Goldsworthy said:

If page 581 holds in general, then the act of creating a committee and giving it a fixed reporting date for any specific charge (like, to host a St. Patrick's Day party), is tantamount to: "giving notice that, when the committee reports out, a motion addressing that subject ('That we host a St. Patrick's Day party') will (likely) be introduced. -- And may be adopted, in that very meeting."

Well, won't that come as quite a shock!  :)

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4 hours ago, Daniel H. Honemann said:

No, the act of creating a bylaws revision committee is not itself the act of giving notice. 

If

(a.) "the act of creating a bylaws committee"

is NOT itself

(b.) "the act of giving notice",

then the question arises:

Q. When page 581 is exercised by an organization, then how do the actions invoking page 581 satisfy the requirement of page 121 (previous notice)? -- Page 581 is trying to do something which includes (a.) no oral announcement, and (b.) no written announcement.

Where is the notice?

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I found an excerpt in Parliamentary Law (1923) which is probably the text from which the current edition lifted the idea.

***
 

Quote

 

< excerpt, Parliamentary Law >
< page 371 >

    Committee on Revision of Bylaws. When a society appoints a committee on revision of the bylaws, that in itself is sufficient notice that the committee may submit an entirely new set of bylaws, and therefore members should be prepared for any kind of change. The proposed revision should be printed or typewritten, so that at least a few copies can be distributed among the interested members. In large societies they should be printed and distributed in advance. The restrictions imposed upon amending ordinary amendments proposed to bylaws do not apply to amending a revised set of bylaws submitted by a committee on revision. The proposed new bylaws before being adopted may be perfected by amendments with all the freedom allowed when bylaws are originally adopted. The old bylaws are not pending and therefore are not open to subsidiary amendments. When the chairman of the committee reads the proposed revised bylaws he should say, "By direction of the committee on revision of the bylaws, I move to substitute these for the existing bylaws." The president states the question on the substitute, and then directs the first bylaw or paragraph of the substitute to be read, and asks if any amendments to it are proposed. When it has been suitably amended, which requires only a majority vote, the next paragraph or bylaw is read and it is open to amendment, and so on to the end. When no further amendments are proposed, the president puts the question on adopting the substitute. If the motion is carried by a two-thirds vote, the substitute immediately becomes the bylaws of the society. No vote should be taken on adopting the separate paragraphs or bylaws.

< end of page 371 >
< page 372 >

    If the report of a committee on revision is due at a certain meeting, that is sufficient notice of the amendment so that it can be adopted at that meeting, provided only notice of the amendment is required. But if the committee is not under obligation to report at a certain meeting, notice must be given, in accordance with the bylaws, before the report of the committee can be acted upon. Every requirement of the bylaws for their amendment must be strictly complied with, the same as if the amendment had been proposed by a member instead of by a committee. If the existing bylaws require the proposed amendment to be submitted at the time the notice is given, the amendment (substitute) cannot be acted upon when reported by the committee, but must lie over until the next meeting. Of course it may be informally considered without voting on it.

    Notice of Proposed Amendment. Giving notice of a proposed amendment to the bylaws is incidental to the business of the assembly, and may to a certain extent interrupt business, if necessary, in order to insure its being given. The notice may be given even after the assembly had voted to adjourn, provided the chair has not declared the assembly adjourned. It should not interrupt one while speaking, but if the member is unable to obtain the floor he may say, "Mr. Chairman, I rise to give notice of an amendment to the bylaws," provided he does it before the one to whom the floor has been assigned has commenced speaking. The chairman then directs him to read it, which he does, and hands it to the chairman, who reads it again. Or the member may hand the written notice to the secretary, whose duty it is to read it, or to hand it to the chairman, who will at a suitable time read it. The notice may be in this form:

    Amendment to the Bylaws proposed by A. J. Lawton, Jan. 14, 19--.
    Substitute for See. 2, Art. XII, the following: "Sec. 2 ––.'
                    (Signed)    A. J. Lawton,
                            B. C. Bostwick.
    
    The proposed amendment should be signed by two members because it is virtually a motion that the amendment be adopted, and therefore requires a second. Some organizations require as many as a dozen signatures to a proposed amendment to the constitution or bylaws. The title may be endorsed on the back of the paper and only the amendment and signatures be placed on the face of the sheet.

< end of page 372 >

 

 

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From Parliamentary Law, and from the Eleventh Edition of RONR, it appears that previous notice can be given using an incidental main motion.

Like, "That a bylaws committee be created, charged with drafting a revision of the bylaws, to report out at the <month> meeting."

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11 minutes ago, Kim Goldsworthy said:

If

(a.) "the act of creating a bylaws committee"

is NOT itself

(b.) "the act of giving notice",

then the question arises:

Q. When page 581 is exercised by an organization, then how do the actions invoking page 581 satisfy the requirement of page 121 (previous notice)? -- Page 581 is trying to do something which includes (a.) no oral announcement, and (b.) no written announcement.

Where is the notice?

Mr. Goldsworthy, nothing on page 581 (or anywhere else) indicates that the act of creating a bylaws committee in and of itself constitutes the act of giving notice of anything at all except the fact that a committee has been created.

When you post things such as "When page 581 is exercised by an organization" and "actions invoking page 581", it becomes evident that you yourself have no idea as to exactly what you're referring to.

As stated on page 581, if "the bylaws require only previous notice of an amendment without limitation of the period within which it must be acted upon, and a committee is appointed to revise the bylaws and report at a specified meeting, the appointing action is all the notice required". Every part of what is quoted is significant, and is essential to understanding what is being said.

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7 minutes ago, Kim Goldsworthy said:

I found an excerpt in Parliamentary Law (1923) which is probably the text from which the current edition lifted the idea.

***
 

 

Congratulations.

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2 minutes ago, Kim Goldsworthy said:

From Parliamentary Law, and from the Eleventh Edition of RONR, it appears that previous notice can be given using an incidental main motion.

Like, "That a bylaws committee be created, charged with drafting a revision of the bylaws, to report out at the <month> meeting."

Well, at least you're getting a wee bit closer to making some sense.

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Okay.

Compare and contrast the key actions.

***

When page 581 says

   (a.) ". . .the appointing action all the notice required . . ."

but

when DHH says

   (b.) "nothing on page 581 [...] indicates that the act of creating a bylaws committee in and of itself constitutes the act of giving notice of anything at all . . ."

then we have two sentences, where one says

   (a.) "[appointing a committee] *IS* all the notice required"

vs.

   (b.) "[creating a committee] is *NOT* [all the notice required.]"

***

The difference between the two sentences is the use of two gerunds:

   (a.) appointing

   (b.) creating

Review the difference, in context:

  • Page 581 uses the act of appointing as they key action.

  • DHH asserts that the thing which is NOT a factor is the act of creating.

***

If that is the key difference, then we are left with this conclusion:
   • "It is not enough (1.) to create the committee, nor (2.)  to charge, the committee, nor (3.) to fix a reporting deadline to the committee."

   • "It is the action of (4.) to appoint the committee which is "all the [previous] notice required."

***
Agree?

   • To appoint a special committee [on subject X], is "all the previous notice required."

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Mr. Goldsworthy, I used the word "creating" instead of "appointing" in my response simply because "creating" is the word you had used when you said that "The act of creating a bylaw revision committee is itself the act of giving notice, per page 581", and I said no, it is not itself the act of giving notice. If it helps you to avoid missing the point, just substitute the word "appointing" for "creating" in my previous response.

I believe that, if you think about it, you will agree that (as I said) the mere act of appointing a bylaws committee does not, in and of itself, constitute the act of giving notice of anything at all except the fact that a committee has been appointed. In order for such an appointment to constitute notice, the bylaws must require only previous notice of an amendment, with no limitation of the period within which it must be acted upon, and the committee which is appointed must be ordered by the assembly to report at a specified meeting. All three requirements are essential elements.

 

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Suppose we try to cut to the chase. The answer to the question initially asked is "yes".  The sentence on page 581, lines 24-29 (RONR, 11th ed.) makes that abundantly clear.

What I do not as yet understand is why Mr. Goldsworthy finds this so remarkable, or some sort of significant departure from what is said on pages 121-124 as to how previous notice can be given. If an assembly adopts a motion appointing a committee to draft a proposed revision of its bylaws and instructing it to report at a specified meeting, the assembly has given itself oral notice of its intent that such a motion be introduced at the designated meeting. It's as simple as that.

 

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On 3/19/2017 at 8:11 AM, Daniel H. Honemann said:

In order for such an appointment to constitute notice, the bylaws must require only previous notice of an amendment, with no limitation of the period within which it must be acted upon, and the committee which is appointed must be ordered by the assembly to report at a specified meeting. All three requirements are essential elements.

The only problem is that, on lines 7-15 of page 581, RONR says that the second of these three requirements is a dumb thing for an assembly to have. :)

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On 3/19/2017 at 9:25 AM, Daniel H. Honemann said:

If an assembly adopts a motion appointing a committee to draft a proposed revision of its bylaws and instructing it to report at a specified meeting,

the assembly has given itself oral notice,

of its intent that such a motion be introduced at the designated meeting.

I find this interesting.

• The assembly can give itself oral notice.

No standing and getting the attention of the chair. No interrupting the chair. No mailed notice. No sending in letters to secretaries.

This is a development I did not see coming, per the existing language of page 121 & 122.

You don't even have to call it a "notice". -- Just adopt a motion, and, "wham!",

". . . It's as simple as that . . .".

***

Q. If all it takes for "the assembly is to give itself notice" is to adopt a motion, then why can't this adoption thing carry over to non-revision situations? Is the act of adopting a motion the act of giving notice, or potentially so, in other cases?

 

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