Precedence of Bylaws

[Robert Harris]

I have a question where I need expert guidance with regard to our organizational Bylaws.  There is one Article in the Bylaws regarding voting that is being quoted, but there is another Article that is very specific on the process to change the Bylaws.  I'll copy them below.  Also, Robert's Rules of Order Newly Revised is listed as one of our governance documents, and I'll list what that Article says.

Article X, Section 9 states "In lieu of special meetings, the Council may take any action by mail, and any resolution approved in writing by a majority of the Councilmen (unless greater majorities are required by these Bylaws) shall have the same force and effect as if adopted at a called meeting of the Council. The Council shall be notified by return mail of the results of the ballot or ballots. All mail
Ballots shall be ratified (in person) at the next, scheduled meeting of the Council."

ARTICLE XII AMENDMENTS TO THE BY-LAWS, Section 1 states "These bylaws may be amended, changed and approved by a 2/3 vote of the AWSA Southern
Regional Council at the AWSA Southern Region Mid-Winter meeting or the Annual AWSA Southern Region meeting, per the standards set forth in the AWSA Bylaws Article XVI.

ARTICLE XVI PROCEDURE, Section 1 states "The rules contained in the current edition of the Robert’s Rules of Order Newly Revised shall govern the Southern Region of the AWSA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the AWSA Southern Region, AWSA and USA-WSWS may adopt.

I don't believe that a resolution is meant to over-ride the very clear language in Article XVI.  Additionally, I find starting on RONR page 592, clear language that is not inconsistent with with the Bylaws.

I'd really appreciate expert guidance on this question.

Best regards,

Robert Harris

[Joshua Katz]

In order to have expert guidance on interpreting your bylaws, your best bet is to hire a parliamentarian.  Referrals are available from the National Association of Parliamentarians and the American Institute of Parliamentarians.  There are some things I don't know from what you've presented, such as whether Council in Article X refers to the Southern Regional Council in Article XII, or some other Council (perhaps a board of some sort?)  I also don't quite know what your question is - we're told that a bylaw article is being cited, but not why.  That said, in interpreting bylaws, the more specific provision governs over the more general - here, the provisions for amending the bylaws are more specific than the provisions for taking any action otherwise taken at a called meeting.  So they need to be amended at the specific meetings specified in your bylaws, not whenever anyone feels like doing so.

Your bylaws are somewhat confusing on these actions by mail, which are said to have the same effect as motions adopted at called meetings, but are also said to require ratification, which is the term for approving actions which were improperly adopted in the first place.  That said, this much should be obvious - such actions cannot be "ratified" (whatever is meant by that) at a meeting which would not have had the power to take them in the first place.

[jstackpo]

I don't quite understand what your exact question is.  What "resolution" are you speaking of in your "I don't believe..." paragraph?

Maybe this is your difficulty: When your bylaws ARE inconsistent with RONR (as is the case in your Article X, Section 9, since RONR does not allow action by mail), your bylaw procedure supersedes RONR.  Was that it?  If so, your "I don't believe..." paragraph appears to be in error if "resolution" refers to the adopted bylaw.

[Guest Who's Coming to Dinner]

Your implied question is: Can a bylaw amendment be adopted by mail? I say no, because Article XII requires them to be adopted at one of two apparently regular meetings. Article X only permits votes by mail in lieu of a special meeting.

[Richard Brown]

I agree completely with the three responses immediately above by my colleagues. Also, like the others, I'm not sure I understand what the question really is, but I suspect that whatever it is it has been answered in those responses.

Mr. Harris, if we are missing something, please clarify exactly what your question is.

[Robert Harris]

Guests Who's Coming to Dinner understood, but to make it clear, the question is whether Article X, that states that voting on a resolution by absentee ballot,  can take precedence on the clearly defined Article  XII that states when and how amendments can be made to the Bylaws.  Changes to the Bylaws is the entire matter.  Since Article XII is so specific, it doesn't seem that something as vague as using a resolution could be used in lieu of the clearly worded language in the Article addressing changes to Bylaws.

I understand and agree with the 2nd paragraph from Joshua, and his comment regarding the more specific provision governs over the more general.  Those comments were very helpful.

I agree that I should have been more specific on the question.  I apologize for that.

Your responses were helpful and appreciated.

Best regards,

Robert

[Joshua Katz]

5 minutes ago, Robert Harris said:

Guests Who's Coming to Dinner understood, but to make it clear, the question is whether Article X, that states that voting on a resolution by absentee ballot,  can take precedence on the clearly defined Article  XII that states when and how amendments can be made to the Bylaws.  Changes to the Bylaws is the entire matter.  Since Article XII is so specific, it doesn't seem that something as vague as using a resolution could be used in lieu of the clearly worded language in the Article addressing changes to Bylaws.

 

So is the resolution in question a bylaw amendment?  If so, I think the most immediate answer is the specific/general rule I gave earlier, although a full answer would require familiarity with your full bylaws and governing structures.

[Robert Harris]

Thank you Joshua.   Yes,  a resolution (that's listed in Article X) has been used  to attempt to change Bylaws instead of following Article XII.  In this case, there was no urgency to make the changes.  There are no circumstances that should have required any attempt to change the Bylaws outside one of meetings, with a motion and second and open dialogue.  At least the way I understand it, which is aligned with your specific/general rule.  

The full Bylaws are only 8 pages.   The only other governance documents are the Policies and Procedures manual (26 pages), and Robert's Rules of Order Newly Revised.  I'm not aware of inconsistencies between the Bylaws and P&P with RONR.  RONR is designated (per the last Article I copied in above) to pick up and provide details beyond the two brief governance documents.  The P&P only provides some additional details to the Bylaws, like the make up of a Tellers Committee, Nominating Committee, etc - but nothing further on the amendment of Bylaws.

I really appreciate your interest in this issue.  

Robert

[Guest Who's Coming to Dinner]

6 hours ago, Robert Harris said:

Guests Who's Coming to Dinner understood, but to make it clear, the question is whether Article X, that states that voting on a resolution by absentee ballot,  can take precedence on the clearly defined Article  XII that states when and how amendments can be made to the Bylaws.

There is no need to pit these articles against each other as they do not conflict. Amendments can only be moved at one of two specified regular meetings. Votes by mail are only valid for business that could be taken up at a special meeting. Regular and special meetings are two different animals under parliamentary procedure.

[Robert Harris]

Thank you, sir.  All of the replies have been very helpful and I truly appreciate the responses and expertise.

Robert

[Richard Brown]

14 hours ago, Robert Harris said:

 . . .All of the replies have been very helpful and I truly appreciate the responses and expertise.

Robert

You're welcome!  It's kind of nice to be appreciated once in a while.