Authority of a Standing Bylaws Committee

[Guest Robert Fuentes]

The standing bylaws committee in our union local had two proposals submitted to our bylaws committee, for changes to the bylaws. Our meetings are held @ 7:00 p.m. on the third Wednesday of every month.  Both proposals submitted to the bylaws committee were submitted by two individual members. 

The first proposed change to the bylaws was to change the monthly meeting times from 7:00 p.m. to 6:00 p.m.  and was verbally proposed.

The second proposal was to change the monthly meeting times from 7:00 p.m. to 5:30 p.m. and change the meeting day from the third Wednesday of every month to the third Tuesday of every month.  This proposal was written and submitted.

The chairman of the local (also self appointed chair of bylaws committee) took a poll one evening and asked every member if they preferred a 6:00 p.m. or a 5:30 p.m. meeting time. 

One more point, our local union is subordinate to a District Council and an International, neither bylaws change would affect District Council Bylaws or International Constitution.

Questions: 

• Can an appointed, standing bylaws committee reject one proposal over another?
• Can an appointed, standing bylaws committee combine two similar proposals submitted by different members?
• Can a chair of the bylaws committee or president of a local conduct a poll as a tool to make a decision as to which proposal to bring to the membership for a bylaws change? 

Thank you for any help.

Sincerely Robert

 

[Joshua Katz]

Unless your rules say otherwise, the bylaws committee is tasked with deciding what proposals to present to the membership for amendments.  Suggestions to the committee are just that, and do not impose any duty to recommend them.  If two members suggest conflicting things, the committee is free to recommend one or neither (or, I guess, both).  

As far as poll - sure, but not during a meeting.

[Josh Martin]

2 hours ago, Joshua Katz said:

Unless your rules say otherwise, the bylaws committee is tasked with deciding what proposals to present to the membership for amendments.  Suggestions to the committee are just that, and do not impose any duty to recommend them.  If two members suggest conflicting things, the committee is free to recommend one or neither (or, I guess, both).  

As far as poll - sure, but not during a meeting.

Mr. Katz,

Do you think it makes a difference in answering this question to determine whether there is any way to submit amendments except through the bylaws committee?

[SaintCad]

4 hours ago, Josh Martin said:

Do you think it makes a difference in answering this question to determine whether there is any way to submit amendments except through the bylaws committee?

I certainly hope so.

[Richard Brown]

It seems to me that it is also important to know exactly what power or authority this bylaws committee has. Specifically,  can it only make recommendations? Does it have veto power? Can it make changes to a submitted proposal? 

[Guest Who's Coming to Dinner]

Those are my thoughts exactly, Señor Brown. I'm curious to know where Herr Martin is going with his apparently Socratic question.

[Joshua Katz]

8 hours ago, Josh Martin said:

Do you think it makes a difference in answering this question to determine whether there is any way to submit amendments except through the bylaws committee?

It would depend on the language telling the bylaws committee what it's supposed to do.  I would hope that, if the bylaws committee is given the sole ability to suggest changes, that the committee is also given instructions that it must report things out in some way.  I don't know that it's automatic, though - giving the bylaws committee sole authority doesn't seem, to me, to in itself require the committee to act on suggestions it receives.

[Dan Honemann]

Similar questions to those being discussed here arise with respect to rules relating to the submission of resolutions to a convention's Resolution's Committee, and so a review of what is said on pages 633-36 of RONR (11th ed.) may be helpful in this regard. Or not.  

 

[SaintCad]

14 hours ago, Guest Who's Coming to Dinner said:

Those are my thoughts exactly, Señor Brown. I'm curious to know where Herr Martin is going with his apparently Socratic question.

My thought was, if amendments can only go through the Bylaw Committee and that committee is free to disregard any proposed amendment that they in effect can veto any and all proposed Bylaw changes.  I think Richard was pointing out that a member should be able to get an amendment proposed to the membership even if the committee wants to block it.

[Richard Brown]

2 hours ago, SaintCad said:

My thought was, if amendments can only go through the Bylaw Committee and that committee is free to disregard any proposed amendment that they in effect can veto any and all proposed Bylaw changes.  I think Richard was pointing out that a member should be able to get an amendment proposed to the membership even if the committee wants to block it.

Well, that's not exactly what I was saying (or trying to say).  I was putting it as a question, i.e., "Should the committee have veto power?".   The precise wording of the bylaws provisions on the power and authority of the bylaws committee is critical here.  If the bylaws say only that "proposed bylaw amendments shall be referred to the bylaws committee" without further elaboration, I believe the committee has only the power to make recommendations. 

The provisions cited by Dan Honemann on pages 633-636 of RONR regarding a Resolutions Committee at a convention discuss the very questions I asked, namely, exactly what is the power of this particular bylaws committee? 

I think that ultimately the power of this committee is a bylaws interpretation issue if the bylaws aren't clear.  My own opinion is that the committee can only make recommendations unless the bylaws give it additional power.  I guess in that sense Saint Cad is correct about my position.

Edited to add:  I think the provisions on pages 633-636 cited by Mr. Honemann point out the importance of having the bylaws specify exactly what the authority of a bylaws committee is if they require that proposed amendments to the bylaws first be submitted to the bylaws committee.

 

Edited September 2, 2017 at 05:35 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

I found this passage there to be of particular interest:

Quote

 

Except as the rules may provide otherwise, the Resolutions Committee is required to report all resolutions referred to it; but the committee can, if it wishes, report a resolution with “no recommendation.” If the committee is given the power “not to report” a resolution—thus withholding it from consideration by the convention—a requirement of an unusually high vote within the committee (such as a three-fourths vote or a vote of two-thirds of the committee’s members) should always be imposed; and the convention should always be given power to override such a decision of the Resolutions Committee and order the committee to report the resolution, by a majority vote (see Rule 4(d) in the sample standing rules of a convention, p. 623). In this connection, it should be noted that voting “not to report” a resolution, reporting it with “no recommendation,” and reporting it with the recommendation that it be rejected by the convention are each quite different.

 

 

[Joshua Katz]

5 hours ago, Richard Brown said:

I think that ultimately the power of this committee is a bylaws interpretation issue if the bylaws aren't clear.  My own opinion is that the committee can only make recommendations unless the bylaws give it additional power.  I guess in that sense Saint Cad is correct about my position.

 

I agree that the committee can only make recommendations unless the bylaws give it additional power.  However, in Mr. Martin's hypothetical (which may or may not be the situation here) the bylaws do give it additional power: the power to veto proposals.  (Unless the bylaw in question happens to be in the nature of a rule of order, such as prescribing that only the committee may make such motions.)  If an organization wants to adopt bylaws that give inordinate power to the bylaws committee, who am I to stop them?  I simply don't see any way to go from "all suggestions go through the committee" to "the committee must act on all suggestions."  There are ways around this veto, though - the body could instruct the committee to do something, the body could change the membership of the committee (if it has that power), etc.  

In the case of a Resolutions Committee, RONR says so.  It doesn't say anything, so far as I know, about a bylaws committee.

In fact, requiring the bylaws committee to report out the proposal would lead to a question in my eyes: why should proposals go through the committee, if it must report them out?

[Richard Brown]

2 hours ago, Joshua Katz said:

. . . In fact, requiring the bylaws committee to report out the proposal would lead to a question in my eyes: why should proposals go through the committee, if it must report them out?

 

For the same reason the National Association of Parliamentarians requires that all proposed bylaws amendments first be submitted to the bylaws committee:  To carefully review them and to search for unintended consequences and conflicts with existing bylaw provisions.  And to hopefully catch poorly drafted and outright whacky proposals.  And to hopefully keep the number of bylaws amendments to be considered at a convention manageable.  And to have them presented in a logical sequence.

In the case of NAP, individual members cannot submit bylaw amendments.   Proposed bylaws amendments can be submitted only by certain clearly delineated groups of members:  The Board of Directors, standing and special committees, a district conference, two associations, three units, 10 NAP members at large or by the bylaws committee itself.   Those provisions pretty much eliminate the chance of really whacky or horribly drafted proposals (especially coming from groups of parliamentarians!) but they still need vetting. 

That's what the NAP bylaws committee does (among other things).  We have been reviewing and discussing possible and proposed bylaws amendments for almost two years.   We've had countless email exchanges about the actual proposals as they were submitted.  In fact, we re-reviewed one of the proposals again today by email because of a question that someone raised about one of them.  We had a telephonic meeting to discuss several of them.  Then, after the deadline for submitting amendments had passed we had a three day in person meeting in Kansas City a few months ago to review all 31 of them carefully and to make our recommendations. We don't have the power to "reject" any proposed amendments.  We can recommend adoption, rejection, propose changes, or make no recommendation, but we can't prevent a properly submitted proposal from being considered at the convention.

We then prepared the white 40 page booklet entitled "NAP Proposed Bylaws Amendments for the 41st Biennial Convention September 8 - 11, 2017".  It contains the text of all 31 proposed amendments along with details as to who proposed each amendment, the rationale for the amendment as submitted by the proposers, the bylaws committee recommendation, if any, and the rationale for the bylaws committee's recommendation.. It was mailed to all NAP members about two months ago.  Did you get it?  Better yet, have you looked over it?   It will come in handy at the convention.  That's why NAP mails it out to all members two months prior to the convention.

So, in conclusion, I think a bylaws committee can serve a very useful function! 

[Joshua Katz]

I didn't get it, I'll look for it.  But:

54 minutes ago, Richard Brown said:

For the same reason the National Association of Parliamentarians requires that all proposed bylaws amendments first be submitted to the bylaws committee:  To carefully review them and to search for unintended consequences and conflicts with existing bylaw provisions.  And to hopefully catch poorly drafted and outright whacky proposals.  And to hopefully keep the number of bylaws amendments to be considered at a convention manageable.  And to have them presented in a logical sequence.

 

Aside from the last one, how can these functions be performed without the power to reject proposals?  Sure, you can review them and look for unintended consequences and conflicts - and then they get presented anyway, presumably together with applicable committee proposed amendments.  You can catch poorly drafted and wacky proposals - and then they get presented anyway, presumably with a recommendation not to adopt them.  How do you keep the number of amendments to be considered manageable, though, if you can't reject them?  

In any event, I'm not questioning the value of a bylaws committee, I'm questioning implying the instruction "report out everything" from the requirement that proposals go through the committee.  

[Josh Martin]

On 9/1/2017 at 9:55 PM, Joshua Katz said:

It would depend on the language telling the bylaws committee what it's supposed to do.  I would hope that, if the bylaws committee is given the sole ability to suggest changes, that the committee is also given instructions that it must report things out in some way.  I don't know that it's automatic, though - giving the bylaws committee sole authority doesn't seem, to me, to in itself require the committee to act on suggestions it receives.

In my view, it is quite the opposite. If the bylaws committee has the sole authority to propose changes, it seems to me that it is required to report all changes submitted to it, unless the bylaws provide otherwise. This seems analogous to the rules for a resolutions committee. The bylaws committee may certainly recommend that a particular change not be adopted, but it may not simply refuse to bring the amendment before the membership, unless the bylaws so provide. I would suggest this still the case if there is technically another method to introduce amendments, but this amendment is much more onerous than submitting them through the bylaws committee.

If the bylaws committee does not have the sole authority to propose changes, and changes may just as easily be submitted by individual members, then I agree that the situation is as you originally suggested - the bylaws committee can do whatever it wants, unless the bylaws provide otherwise.

As to the workability concerns, bylaws committees are quite frequently authorized to combine very similar proposals, to modify the wording (so long as it does not change the content), but they are not necessarily authorized to reject proposals outright.

[Dan Honemann]

5 minutes ago, Josh Martin said:

In my view, it is quite the opposite. If the bylaws committee has the sole authority to propose changes to, it seems to me that it is required to report all changes submitted to it, unless the bylaws provide otherwise. This seems analogous to the rules for a resolutions committee. The bylaws committee may certainly recommend that a particular change not be adopted, but it may not simply refuse to bring the amendment before the membership, unless the bylaws so provide. I would suggest this still the case if there is technically another method to introduce amendments, but this amendment is much more onerous than submitting them through the bylaws committee.

if the bylaws committee does not have the sole authority to propose changes, and changes may just as easily be submitted by individual members, then I agree that the situation is as you originally suggested - the bylaws committee can do whatever it wants, unless the bylaws provide otherwise.

As to the workability concerns, bylaws committees are quite frequently authorized to combine very similar proposals, to modify the wording (so long as it does not change the content), but they are not necessarily authorized to reject proposals outright.

Yes, I agree.

 

[Gary Novosielski]

3 hours ago, Daniel H. Honemann said:

Yes, I agree.

 

Me too, for what it's worth.  It seems to me that the right to propose bylaws amendments is, per the rules in RONR, something any member may do.  If this right is be removed by some provision of the bylaws, it must be an explicit one, not something I would just presume from the fact that a bylaws committee exists.   

As with any motion that I as a member might propose, I know that it could be referred to a select committee, or might be referred, either automatically or individually, to a standing committee, which in this case is the bylaws committee.  But I also know that while any committee may report unfavorably on my motion, none of them has the power to kill my motion silently in committee, unless that power has been spelled out clearly in the bylaws.

I think the language on resolution committees for conventions is clear and persuasive, and that its inclusion in RONR is not intended to restrict its applicability to conventions, but rather to make clear that this principle that by default limits the power of committees under ordinary conditions, applies to conventions as well. 

[Joshua Katz]

5 hours ago, Daniel H. Honemann said:

Yes, I agree.

 

Well I'm clearly outvoted and likely wrong, but does anyone have a citation for this?  Since RONR is explicit in the case of a resolutions committee, we'd expect it to be equally explicit about a bylaws committee, right?

[Dan Honemann]

1 minute ago, Joshua Katz said:

Well I'm clearly outvoted and likely wrong, but does anyone have a citation for this?  Since RONR is explicit in the case of a resolutions committee, we'd expect it to be equally explicit about a bylaws committee, right?

No, I don't think so.

[Joshua Katz]

2 minutes ago, Daniel H. Honemann said:

No, I don't think so.

Okay, so the requirement that a bylaws committee which has the sole authority to make proposals must report out any suggestion given to it (I chair a bylaws committee which does not have this sole authority, and I can attest to receiving plenty of hair-brained proposals, which luckily no one thinks we are obligated to report out) comes from, well, where?  This is a departure from the norm, isn't it, which requires some justification?

Furthermore, what does "suggested" mean?  Mr. Brown gave the example of the NAP bylaws committee, but there we had a solid definition of suggested - and, in most cases, that took an actual act, which would be in the minutes of some body.  In the exceptional cases, people making suggestions have been put into that position because of, among other things, their expertise.  But the line of argument presented here seems to say that if a member of the organization, perhaps drunk, tells a bylaws committee member that the bylaws ought to say everyone holding office in the organization must cut their hair into a mohawk, that member will need to dutifully bring it to the committee's attention, and the committee must report it out, albeit with a recommendation not to adopt it.  That strikes me as absurd, particularly since I've seen no black-letter support for it, which RONR certainly would be capable (if not expected) of providing.  But maybe that isn't what everyone means, in which case, just what does everyone mean?

[Gary Novosielski]

3 hours ago, Joshua Katz said:

Okay, so the requirement that a bylaws committee which has the sole authority to make proposals must report out any suggestion given to it (I chair a bylaws committee which does not have this sole authority, and I can attest to receiving plenty of hair-brained proposals, which luckily no one thinks we are obligated to report out) comes from, well, where?  This is a departure from the norm, isn't it, which requires some justification?

Furthermore, what does "suggested" mean?  Mr. Brown gave the example of the NAP bylaws committee, but there we had a solid definition of suggested - and, in most cases, that took an actual act, which would be in the minutes of some body.  In the exceptional cases, people making suggestions have been put into that position because of, among other things, their expertise.  But the line of argument presented here seems to say that if a member of the organization, perhaps drunk, tells a bylaws committee member that the bylaws ought to say everyone holding office in the organization must cut their hair into a mohawk, that member will need to dutifully bring it to the committee's attention, and the committee must report it out, albeit with a recommendation not to adopt it.  That strikes me as absurd, particularly since I've seen no black-letter support for it, which RONR certainly would be capable (if not expected) of providing.  But maybe that isn't what everyone means, in which case, just what does everyone mean?

It's not a departure from the norm, it is the norm, i.e., that any committee is restricted to making recommendations to the parent body on matters referred to it, unless it was explicitly established with power.  Even a committee to which certain classes of business are automatically referred does have power to finally decide any questions unless explicitly authorized to do so.  

The norm is that a committee cannot enact, nor can it kill, a matter referred to it for consideration.  Giving a committee power to act must be by explicit act of the parent body (and in the case of a board, of the "grandparent" body).

If the bylaws committee has the sole power to bring proposals to the floor, members have no alternative path.  Unless explicitly authorized to kill proposals referred to it, a committee normally does not have this power.  It presumably would have the power to report the proposal with a recommendation that it be defeated, or report it without recommendation, but if it merely fails to report it, the committee assumes to itself power to finally dispose of the proposal without recourse, which is a power not normally granted to any committee, standing or special, except by specific provision.

[Joshua Katz]

8 hours ago, Gary Novosielski said:

It's not a departure from the norm, it is the norm, i.e., that any committee is restricted to making recommendations to the parent body on matters referred to it, unless it was explicitly established with power.  Even a committee to which certain classes of business are automatically referred does have power to finally decide any questions unless explicitly authorized to do so.  

 

Which seems to relate to my question as to what is meant here.  In the OP, two individual members made suggestions to the bylaws committee.  I said that the bylaws committee is not obligated to act on them.  But now you're discussing matters referred to the committee.  Being suggested by individual members is not a referral - if we only mean that the committee has to act when the parent assembly sends it proposals, I agree, but that wasn't what was being asked.  

[Richard Brown]

Joshua, the original post says at least twice that proposed bylaws changes were "submitted" to the bylaws committee. I see nothing about those proposals being mere "suggestions". They were submissions. I also see nothing that says only the bylaws committee can propose bylaws amendments. 

Am I missing something?

[Dan Honemann]

As I see it, the problem is that we have no information at all concerning what the rules of this local provide concerning the authority and duties of its bylaws committee, and very little information concerning what exactly took place. As a consequence, an effort is made to respond by assuming certain facts, and when this happens, no matter how hard we try to avoid it, each of us usually has a slightly different version of the facts in mind, and a slightly different idea about the nature of the questions being asked, and this leads to discussions which go nowhere. 

Perhaps Mr. Fuentes will return some time and tell us what we need to know.

[Joshua Katz]

On 9/1/2017 at 10:30 AM, Guest Robert Fuentes said:

The first proposed change to the bylaws was to change the monthly meeting times from 7:00 p.m. to 6:00 p.m.  and was verbally proposed.

The second proposal was to change the monthly meeting times from 7:00 p.m. to 5:30 p.m. and change the meeting day from the third Wednesday of every month to the third Tuesday of every month.  This proposal was written and submitted.

 

7 hours ago, Richard Brown said:

Joshua, the original post says at least twice that proposed bylaws changes were "submitted" to the bylaws committee. I see nothing about those proposals being mere "suggestions". They were submissions. I also see nothing that says only the bylaws committee can propose bylaws amendments. 

 

Does your opinion on the first differ from the second?  I think the second is vague, and the first is clearly not anything "official."  

So can we agree, then, that where amendments can only be proposed via the bylaws committee, the committee is not obligated to report out an idea which is merely mentioned to them, or even one presented by an individual at a committee meeting during an opportunity for public comment, and that the committee is obligated to report out that which is referred to it by the parent assembly?