A constitution & bylaws merger

[Chip]

Hi all,

I am part of a committee that is working on some major changes to my organization's primary and secondary documents. We are planning to (mostly) merge the two documents together, and also create some other secondary documents.

The way we are planning to do this is to take the existing Bylaws (the current secondary document) and redistribute its language into other documents. Much of the language will be placed in the Constitution, some of it will become Special Rules of Order, and perhaps a small portion will become Standing Rules. The Constitution of the organization will then be renamed to become the Bylaws of the organization.

Part of my concern is with an existing constitutional provision regarding amendments. Currently, the process to amend our Constitution requires a 3/4 vote. However, based on my understanding of RONR, this is not actually an amendment but is instead considered a revision, in which case the entire document (the Constitution) is open for primary & secondary amendments.

Right now, our tentative plan is for the committee to present a somewhat complex motion to the assembly to move the contents of the Bylaws into the other documents, eliminate the existing Bylaws, and rename the Constitution to be the Bylaws all in one motion.

The questions I have are:

* Does the motion require a 3/4 vote, given the procedure specified in the constitution, or is a 2/3 vote sufficient?

* Would we be able to suggest that Division of the Question is out of order, given the fact that we are entirely eliminating one document and redistributing its contents elsewhere?

* Is our complex motion the proper way to proceed, or is there a better way to do this?

Any advice you can offer is appreciated. Thanks much for your help.

[J. J.]

A.  whatever the constitution requires for amend is what you would use (p. 593-4). 

B.  This sounds like it is bylaw revision, so division is not permitted.

C. 

1.  I suggest that you treat it like a revision and that you effectively come up with a new constitution, including the parts you bring in from your bylaws.  You will be voting on that section by section.

2.  While the new constitution in being considered, the assembly adopt a proviso that follows:

"Resolved, that, upon the adoption of this constitution, the bylaws are repealed." (p. 597)

3.  If you want to establish parts of the bylaws as a special rules,  I suggest that you adopt them as special rules as part of a "package" of special rules and that you adopt the whole package with the proviso:

"Resolved, that,  these special rules shall be effective upon the adoption of the proposed revision of the Constitution that is being considered at this meeting."

Do read pages 592-99 of RONR. 

[jstackpo]

Except...  for ease of future reference (and to fit the RONR standard conventions) refer to the new document as your "Bylaws".

[J. J.]

43 minutes ago, jstackpo said:

Except...  for ease of future reference (and to fit the RONR standard conventions) refer to the new document as your "Bylaws".

Well, if they wish to name it a constitution, they can. 

Actually, in may be clearer to the members if it is called a constitution.  From what I understand the revision is technically to replace the existing constitution  and the society wishes repeal the existing bylaws.  I think they might be confused about what is being revised.  I really don't to confuse this situation anymore than is necessary. 

[Chip]

The primary document is currently called the Constitution but we are indeed planning to change that to be the Bylaws. The very tentative proposal I had written (the idea was to introduce this as one large motion) included these four points:

1. The [organization] shall create and maintain a register of Special Rules of Order. Any procedure used by [organization] regarding parliamentary procedure that differs from the parliamentary authority used by [organization] shall be recorded in this register. 

2. The [organization] shall create and maintain a register of Standing Rules. Any administrative rule that does not pertain to parliamentary procedure shall be recorded in this register. 

3. The current Bylaws of the [organization] shall be eliminated. Their provisions shall be dispersed and placed into the Constitution of the [organization], the register of Special Rules of Order, and the register of Standing Rules, as specified in this proposal. Any provisions that are redundant shall be eliminated.

4. The Constitution of the [organization] shall be renamed to be the Bylaws of the [organization].

My thought was that if these four items were presented as a single motion, people could (hopefully) understand what exactly was going on and not be too confused by it. They'll also have 30 days notice on this proposal before the meeting, so that may help.

We also decided that we would introduce a motion to adopt various special rules of order early on so that we can codify some of the customs we already follow (that aren't quite the way RONR does it, but are also not written down). So if we do that, I'll rewrite the first part to simply be "maintain" since it will already have been created.

[J. J.]

3 hours ago, Chip said:

1. The [organization] shall create and maintain a register of Special Rules of Order. Any procedure used by [organization] regarding parliamentary procedure that differs from the parliamentary authority used by [organization] shall be recorded in this register. 

2. The [organization] shall create and maintain a register of Standing Rules. Any administrative rule that does not pertain to parliamentary procedure shall be recorded in this register. 

 

I think that, without unanimous consent , that these two will have to handled separately from the bylaws.  

[AFS1970]

Maybe I am reading this wrong, but it seems that the end result will be to have a set of bylaws and no constitution. That being the case, why not repeal the constitution and update the bylaws? This seems less complicated than repealing the bylaws, amending the constitution then renaming the constitution to the bylaws. 

Another thought is to come up with a completely new title for the resulting document, This might eliminate any confusion between the new document and the historical document. It could be called the rules of operation and procedure or something similar. Unless there is a legal requirement to have the title be something specific.

[Chip]

32 minutes ago, AFS1970 said:

Maybe I am reading this wrong, but it seems that the end result will be to have a set of bylaws and no constitution. That being the case, why not repeal the constitution and update the bylaws? This seems less complicated than repealing the bylaws, amending the constitution then renaming the constitution to the bylaws. 

Another thought is to come up with a completely new title for the resulting document, This might eliminate any confusion between the new document and the historical document. It could be called the rules of operation and procedure or something similar. Unless there is a legal requirement to have the title be something specific.

Yes, the idea is to have a set of bylaws be the primary document, and have no constitution. Currently the bylaws are our "secondary" document and the constitution is our "primary" document. The bylaws would then become our "primary" document. I think that "bylaws" is what we'd all prefer to be the term, since that seems to be the trend nowadays.

We initially started this process presuming that since the constitution is currently the primary document, it would be a complex "amendment to the constitution" and be done by simply "redistributing" the existing bylaws into their proper locations (Constitution, Special Rules of Order, and Standing Rules). After we did that, we'd rename the Constitution to be the Bylaws. After I started reading more details in RONR about the bylaw amendment process, I realized it was not a standard amendment process and instead concluded it was a revision process.

Would the text below be a more suitable motion?

Resolved, the [organization]:

(1) Repeals the current Constitution of [organization] and Bylaws of [organization];

(2) Enacts the proposed Bylaws of [organization], which shall become the primary governing document of [organization];

(3) Enacts the proposed Special Rules of Order of [organization], which shall, along with the parliamentary authority specified in the Bylaws, govern meetings and conventions;

(4) Enacts the proposed Standing Rules of [organization], which shall specify administrative procedures for [organization].

Edited January 28, 2018 at 03:04 PM by Chip
typo (corrected an omission)

[Josh Martin]

On 1/28/2018 at 9:01 AM, Chip said:

Would the text below be a more suitable motion?

Resolved, the [organization]:

(1) Repeals the current Constitution of [organization] and Bylaws of [organization];

(2) Enacts the proposed Bylaws of [organization], which shall become the primary governing document of [organization];

(3) Enacts the proposed Special Rules of Order of [organization], which shall, along with the parliamentary authority specified in the Bylaws, govern meetings and conventions;

(4) Enacts the proposed Standing Rules of [organization], which shall specify administrative procedures for [organization].

I think this is fine, but I concur with J.J. that a single member could demand that the special rules of order and/or the standing rules be considered separately. In fact, I think a member could even demand that a particular rule in the special rules of order or standing rules be considered separately. Unlike the bylaws, these rules are considered to be collections of individual rules, rather than a single document.

[J. J.]

4 hours ago, Josh Martin said:

I think this is fine, but I concur with J.J. that a single member could demand that the special rules of order and/or the standing rules be considered separately. In fact, I think a member could even demand that a particular rule in the special rules of order or standing rules be considered separately. Unlike the bylaws, these rules are considered to be collections of individual rules, rather than a single document.

Yes, special or standing rules could be offered as a package, but a single member, could call for a separate vote on and individual rule(pp. 274-5).  Each proposed rule is a main motion. 

Edited January 30, 2018 at 12:23 AM by J. J.

[Chip]

I think the plan then will be to introduce several Special Rules of Order proposals early on, so that the meeting can be held under those rules once they are in effect. I'll split them into groups of related rules at a bare minimum so that hopefully, division will be less of a concern for folks (and if it gets divided anyway, then we'll go with that).

One more question re: the bylaws ... my understanding is that a Bylaw revision is not subject to Division, but it can (and probably should) be subject to consideration by paragraph. When this is done for a bylaw revision, does it absolutely have to be separate consideration at every single level of the document, or can some items be grouped together?

For example, if I have a section that says "The duties for this committee are:" and then has multiple sub-parts that list those duties, can the header and the entire list be considered as one "paragraph" for consideration, or does each sub-part have to be considered on its own?

[Gary Novosielski]

It's appropriate to consider the section on that committee as one item, or "paragraph".  Paragraph, in this context means a distinct section dealing with a single theme, which may or may not strictly coincide with the indentation of each line.

[J. J.]

14 hours ago, Chip said:

I think the plan then will be to introduce several Special Rules of Order proposals early on, so that the meeting can be held under those rules once they are in effect. I'll split them into groups of related rules at a bare minimum so that hopefully, division will be less of a concern for folks (and if it gets divided anyway, then we'll go with that).

 

There may be problem.  It is possible for those special rules, in part, to violate the bylaws and constitution, as they exist before the revision.  If they do not, you may adopt them. 

[Shmuel Gerber]

On 1/28/2018 at 10:01 AM, Chip said:

Resolved, the [organization]:

(1) Repeals the current Constitution of [organization] and Bylaws of [organization];

(2) Enacts the proposed Bylaws of [organization], which shall become the primary governing document of [organization];

Well, you'd better make sure that these two parts don't get divided from each other.

[Chip]

On 1/30/2018 at 12:48 AM, Gary Novosielski said:

It's appropriate to consider the section on that committee as one item, or "paragraph".  Paragraph, in this context means a distinct section dealing with a single theme, which may or may not strictly coincide with the indentation of each line.

That will definitely make things a bit easier, thank you.

On 1/30/2018 at 11:59 AM, J. J. said:

There may be problem.  It is possible for those special rules, in part, to violate the bylaws and constitution, as they exist before the revision.  If they do not, you may adopt them. 

I'll have some homework to do in order to figure out what gets proposed when. Thanks for the tip.

16 hours ago, Shmuel Gerber said:

Well, you'd better make sure that these two parts don't get divided from each other.

I would think that these two parts cannot be divided and a motion for Division of the Question would be out of order, since completing the first part by itself would effectively dissolve the organization. No governing documents would exist if the first part was done separately.

At least that's my interpretation.

[George Mervosh]

19 minutes ago, Chip said:

That will definitely make things a bit easier, thank you.

I'll have some homework to do in order to figure out what gets proposed when. Thanks for the tip.

I would think that these two parts cannot be divided and a motion for Division of the Question would be out of order, since completing the first part by itself would effectively dissolve the organization. No governing documents would exist if the first part was done separately.

At least that's my interpretation.

If your interpretation were correct, it's unlikely Mr. Gerber would have posted about that possibility.

[Shmuel Gerber]

1 hour ago, George Mervosh said:

If your interpretation were correct, it's unlikely Mr. Gerber would have posted about that possibility.

Actually, quite the opposite. I was saying that everyone should be made to understand that these two clauses are inseparable, for the reasons Chip stated.