ByLaws revision and pre-existing positions

[Guest JJPdx]

Hi everyone,

Here is the situation I am in need of help untangling:

I am part of an organization undergoing a full bylaws revision (I am a member of the Rules Committee that’s tasked with the job) and some of the most extensive changes are related to how our committees function under our proposed bylaws. Specifically a couple committees are having their composition changed significantly (going from a membership that is determined by election to a specific office to a more general appointment in one case and diversifying who appoints to the committee as well as adding members in the other).  Our other committees membership are changing  as well though to a lesser extent.

How the chairs to these committees are appointed (by the organization’s chair) is changing as well, as it will now require the ratification of our executive committee in addition which is a requirement that has not existed before this.  One committee that was previously presided over by an officer is being replaced with a non-officer ordinary appointment as well.

My question is that, if passed at our upcoming meeting would the various committees need to be reappointed?  Would the chairs need to be reappointed as well since they no longer qualify For the new ratification requirement though they were appointed under the previous bylaws?  I know that a proviso grandfathering the current people in would clear up the issue but it’s not guaranteed to be available due to the seeming imperviousness of members of our organization to RONR and so what I really need to know is what happens to current office holders when a revision is implemented that doesn’t address it specifically.  I know that seems a little crazy but I need to prepare in case this overhaul succeeds however reckless and poorly worded it may be. ><

Thanks in advance!

[jstackpo]

To penetrate the impervious don't use the word "proviso". (Sounds technical -- it is -- and may scare folks off.)  Draw up a set of "transition statements" that describe in sufficient detail exactly the steps of how the various current officers, chairmen, committees, &c. change in the process of going from your current bylaws to the new ones and what happens to the people currently in those positions.  I don't think a general "grandfathering" of current folks would do the trick, but what do I know - I haven't read your bylaws (old or proposed).

Then at the big meeting when the proposed bylaws are up for adoption, call the transition statements a set of "temporary bylaws" that are to be adopted right along with the full set.  Make it clear that they are subject to amendment before being adopted as, indeed, are the complete new bylaws.

Coach your chairman (good luck!) on the process of adopting a General Revision of the bylaws -- page 593.  When the dust settles, print the "temporary bylaws" in an attachment to the full (new) bylaws so that they can be discarded when their provisions are accomplished.

Could be a lot of work ahead of time, but it will lead to a much smoother meeting, and fewer hard feelings in the end.

[Guest Zev]

Doesn't the OP have the option of doing nothing until the time arrives when the next committee members are selected?

[jstackpo]

Probably not, depending on exactly what structural changes (number of board members, ex-officio positions, and the like) are being proposed.  See page 597, lines 24ff.  Bylaws go into effect immediately upon adoption unless there are provisos to describe transitions from one setup to another.

[Guest JJPdx]

Thanks for your responses so far.  

To clarify my question a little, if the requirements for a position change, such as the new bylaws proposal requiring our executive committee to confirm appointments of standing committee chairs when previously they were simply chair appointed only, does that affect people currently in those offices?  Do they need to be reappointed?  Or is that only applied to future appointments?

Similarly a committee is changing from one made up of elected assistants in various geographical districts to being appointed by certain officers, what happens to people on a committee if the committee makeup changes in a bylaws revision?  Does the committee need to be reappointed?

[Guest Zev]

My suggestion would be for you to move a proviso that implements whatever it is that you think appropriate and let the assembly decide what is best. What else is there?

[Josh Martin]

10 hours ago, Guest JJPdx said:

Thanks for your responses so far.  

To clarify my question a little, if the requirements for a position change, such as the new bylaws proposal requiring our executive committee to confirm appointments of standing committee chairs when previously they were simply chair appointed only, does that affect people currently in those offices?  Do they need to be reappointed?  Or is that only applied to future appointments?

Similarly a committee is changing from one made up of elected assistants in various geographical districts to being appointed by certain officers, what happens to people on a committee if the committee makeup changes in a bylaws revision?  Does the committee need to be reappointed?

It would be much better for your assembly to simply adopt a proviso to handle the transition then trying to clean up the mess afterward.

If you do go through with this without a proviso, yes, I think the executive board will need to approve the appointments and the committees will need to be reappointed if their composition no longer complies with the bylaws.