Guest Tim

Bylaws Numbering

16 posts in this topic

I am working with an organization who is seeking to make some changes to their bylaws. One issue I am wondering about is whether it is alright to change article numbering. The reason being that they are seeking to add a new article to the bylaws. For the readability and general flow it makes the most sense to add this article in the middle of the bylaws. However, that would offset the sequence of article numbers for everything after that. The reason that this matters is an article at the very end which specifies that some sections may not be amended and lists them by article number. So if the numbers were changed it would need to be updated to continue referring to the correct sections. 

Essentially are the numbers of articles and sections a part of the un-amendable content or are they viewed more as formatting which can be changed if needed?

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They can be changed.  Typically the assembly can delegate the task of renumbering to the Secretary when a new article/section is added, but in this case the assembly itself should handle it since that renumbering affects the meaning of one of the articles. which will need amending itself.   See RONR (11th ed.), pp. 598-599.

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The article which prohibits amending the articles by number specifies that itself cannot be amended either. Meaning that technically to renumber would include revising the wording of the last article. Is that still okay if the intent is preserved in the renumbering?

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4 minutes ago, Guest Tim said:

The article which prohibits amending the articles by number specifies that itself cannot be amended either. Meaning that technically to renumber would include revising the wording of the last article. Is that still okay if the intent is preserved in the renumbering?

Forget intent.  I think you may need to forego readability and flow so this doesn't turn into a disaster waiting to happen.

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1 hour ago, Guest Tim said:

The reason that this matters is an article at the very end which specifies that some sections may not be amended and lists them by article number. So if the numbers were changed it would need to be updated to continue referring to the correct sections.

It doesn't need to be updated. Include the renumbering scheme in the text of the new bylaw and it will be there for anyone to read. Of course, it will hinder comprehension of your bylaws down the road, but that's a tradeoff you can accept if you want to.

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Why not pass the By-law through a resolution that would include a statement similar to "That the new By-law will be numbered xx and the other By-laws numbering will be amended as required."

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Why not number the new provisions with a letter designation? For example, if you are adding another provision to article IV, or perhaps if you are inserting a new article between articles IV and V, simply number the new article as article IV-A or IV-B, etc?  That leaves your numbering scheme intact.

On 7/18/2017 at 10:46 AM, Guest Who's Coming to Dinner said:

It doesn't need to be updated. Include the renumbering scheme in the text of the new bylaw and it will be there for anyone to read. Of course, it will hinder comprehension of your bylaws down the road, but that's a tradeoff you can accept if you want to.

I'm sorry, but I can't see doing it this way. It is just inviting problems in the future.

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12 minutes ago, Richard Brown said:

Why not number the new provisions with a letter designation? For example, if you are adding another provision to article IV, or perhaps if you are inserting a new article between articles IV and V, simply number the new article as article IV-A or IV-B, etc?  That leaves your numbering scheme intact.

Richard, wbut what if the By-laws are numbered - like By-law #1, By-law #2, By-law #3, etc.  Say the organization has up to By-law #15 and now they want a new By-law to be numbered #10.  My suggestion would be to pass a resolution to create a new By-law #10, and to renumber By-laws #10-15 as By-laws #11-16 all as one resolution.  If the new By-law passes then everything is up to do.  Otherwise, nothing changes.

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1 hour ago, Joshua Katz said:

This seems like a good argument against provisions that bar amendments to themselves. 

+1

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If the articles in the bylaws in question are titled as in many bylaws - including the sample bylaws in RONR - I would at least entertain the suggestion that the words "Article XX" are not considered to be part of the article itself for the purpose of determining eligibility for amendment, since they convey no policy and merely denote sequence. That reasoning would certainly allow for re-numbering of articles in the bylaws without any confusing gymnastics.  .

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Agreed, but what a mess.  I also think provisions like this are just obnoxious.  (For much the same reasons that my favorite rule in all of 1L was the rule against perpetuities.)

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On 7/19/2017 at 1:30 PM, Rev Ed said:

Richard, wbut what if the By-laws are numbered - like By-law #1, By-law #2, By-law #3, etc.  Say the organization has up to By-law #15 and now they want a new By-law to be numbered #10.  My suggestion would be to pass a resolution to create a new By-law #10, and to renumber By-laws #10-15 as By-laws #11-16 all as one resolution.  If the new By-law passes then everything is up to do.  Otherwise, nothing changes.

What works for IV (IV-A) works for 9 (9A). And 8. And 23. And other numbers, etc.

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Either I'm missing something or several of the other posters are missing something.

As I read the original post, the bylaws at issue contain a provision which says, in effect, that "The provisions in Articles V and VI of these bylaws cannot be amended". 

The organization now wants to  amend the bylaws to add new articles and the members, for whatever reason, want to insert those new articles in the middle of the bylaws prior to the articles which cannot be amended.   I assume the plan is to insert them in places which seem appropriate based on subject matter, rather than just adding them at the end of the current bylaws.

If they insert the new articles prior to the articles which cannot be amended, and if the bylaw articles are re-numbered as would normally be done when new articles are inserted, it would cause the subsequent articles to have to be renumbered. That would cause the current articles V and VI, which cannot be amended, to have to be re-numbered. Since the provision which says that articles V and VI cannot be amended refers to them by article numbers, rather than by subject matter content, such a renumbering would cause the anti-amendment provision to apply to the wrong bylaw provisions.... and the provisions which it is intended cannot be amended will suddenly become amendable because of the renumbering.

Therefore, I suggested inserting the new provisions wherever it is desired to insert them, but, rather than renumbering the subsequent provisions, simply number the new provisions with something like "Article III-A" and "Article IV-A". Article III-A would be inserted immediately after Article III and Article IV-A would be inserted immediately after Article IV.  That leaves the numbering scheme intact and doesn't cause confusion as to which bylaw provisions cannot be amended.  The article numbers of those bylaw provisions remain unchanged, as do the rest of the articles.

As I understand the original question, the object is to find a way to insert the new bylaw articles without having to renumber the remaining articles, thereby not creating any confusion as to which bylaw provisions cannot be amended.

 

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24 minutes ago, Richard Brown said:

Either I'm missing something or several of the other posters are missing something.

 

I think you're missing something minor, but have correctly identified the gist of the problem and a solution.

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Richard,

I agree with you. While what you've suggested is not the only solution, I think it is clearly the best, and probably the only good one, among those that have been suggested so far.

Although renumbering an article is not necessarily considered an amendment to that article, I don't see any way around the fact that an amendment to the article that refers to those numbers would be an amendment. And to renumber the articles without amending the article that refers to them by number would be utterly confusing.

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