correcting punctuation, spelling and typographical errors in bylaws

[Guest Jan]

Once an organization's bylaws have been approved by its governing body (in this case, a convention of delegates), can errors in punctuation, spelling and typographical errors be corrected before the document is printed?  That is, of course, assuming that these errors do not affect the meaning.

[Chris Harrison]

No.  Who is to determine if changing those typos and punctuation is or is not going to affect the meaning?  For example take "The panda eats shoots and leaves" versus "The panda eats, shoots, and leaves".  The addition of those two commas changed the meaning of the sentence from describing the dietary habits of the panda to one of the panda having serious anger management issues.

[Josh Martin]

Once an organization's bylaws have been approved by its governing body (in this case, a convention of delegates), can errors in punctuation, spelling and typographical errors be corrected before the document

is printed?  That is, of course, assuming that these errors do not affect the meaning.

The assembly can (and probably should) adopt a motion authorizing the Secretary or a committee to make such corrections, but no one can make any changes without such authorization.

[Edgar Guest]

The assembly can (and probably should) adopt a motion authorizing the Secretary or a committee to make such corrections, but no one can make any changes without such authorization.

 

But, when the secretary or committee had completed the assignment, the corrections would have to adopted by amending the bylaws, no?

[Tom Coronite]

Or would that depend on the authorization given to the secretary/committee by the assembly?  Foolish as it may be, couldn't the assembly authorize either to make those corrections not (necessarily) subject to ratification?

[Edgar Guest]

 . . . couldn't the assembly authorize either to make those corrections not (necessarily) subject to ratification?

 

Wouldn't that constitute amending the bylaws without following the required procedure for amending the bylaws?

[Richard Brown]

Wouldn't that constitute amending the bylaws without following the required procedure for amending the bylaws?

Not necessarily.  I agree with Josh and 1st Church.  It is not unusual for someone such as the secretary or a committee to be authorized to make minor corrections such as section numbering, spelling and punctuation corrrections to the bylaws.  I do think, though, that it is a good idea to have the membership or the board to at least ratify the corrections.  The assembly could also require that the "corrected" bylaws be submitted for ratification as part of the resolution authorizing the secretary or the committee to make the corrections.

 

This seems to be authorized by RONR on pages 598-599, even without the necessity of ratification.

[Edgar Guest]

It is not unusual for someone such as the secretary or a committee to be authorized to make minor corrections such as section numbering, spelling and punctuation corrections to the bylaws.

Section numbering? Sure. Spelling and punctuation? Not so much. 

 

I do think, though, that it is a good idea to have the membership or the board to at least ratify the corrections.  The assembly could also require that the "corrected" bylaws be submitted for ratification as part of the resolution authorizing the secretary or the committee to make the corrections.

If, by "ratification", you mean amending the bylaws, sure. If you're suggesting some sort of shortcut to amending the bylaws, not so much. And, assuming the bylaws could only be amended by the general membership, what gives the board the authority to "ratify" changes to the bylaws?

 

I'm with Mr. Harrison on this one.

[Tom Coronite]

Section numbering? Sure. Spelling and punctuation? Not so much. 

 

 

 I'm with you, and I get it.  A shortcut to amending the bylaws cannot be allowed.  But the sample authorization on p 599 specifically mentions punctuation in line 9. that example ends with "..." 

 

Can't we conclude from that example that changes in punctuation can be authorized to be made by another, and the "..." is where contingencies (such as 'subject to the approval of the society') could be added?

[Josh Martin]

But, when the secretary or committee had completed the assignment, the corrections would have to adopted by amending the bylaws, no?

 

No.

 

Section numbering? Sure. Spelling and punctuation? Not so much. 

 

Punctuation is specifically mentioned in the resolution on pg. 599. Spelling is not mentioned, but I see no reason why it could not be added.

 

 I'm with you, and I get it.  A shortcut to amending the bylaws cannot be allowed.  But the sample authorization on p 599 specifically mentions punctuation in line 9. that example ends with "..." 

 

Can't we conclude from that example that changes in punctuation can be authorized to be made by another, and the "..." is where contingencies (such as 'subject to the approval of the society') could be added?

 

I would agree with that.

[Bruce Lages]

I think the key statement in that section of RONR is on. p. 598, ll.31-35: "Only the assembly can amend captions or headings under the rules applicable to bylaws and other papers if such change could have any effect on the meaning, and this authority may not be delegated." (my emphasis).  Mr. Harrison gave a clear example of punctuation changes that substantially change the meaning of a statement.  In this case, the assembly that wants to delegate these punctuation, spelling, or typographical changes would have to be absolutely certain that they will cause no change in meaning. As Mr. Harrison's example shows, that is not always an obvious determination.

[Richard Brown]

Well, here's Guest Jan's original question:

 

"Once an organization's bylaws have been approved by its governing body (in this case, a convention of delegates), can errors in punctuation, spelling and typographical errors be corrected before the document is printed?  That is, of course, assuming that these errors do not affect the meaning."

 

Note that she said nothing about changing or re-wording captions, headings, etc.

 

Although the entire three paragraph section on "Captions, Headings, Article and Section numbers" in RONR on pages 598-599  is important, I think the key provision as it relates to Guest Jan's question is the part on page 599 which reads as follows:

 

"Corrections of article or section numbers or cross- [page 599] references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee. An assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution such as the following:
Resolved, That the secretary [or, "the . . . committee"] be authorized to correct article and section designations, punctuation, and cross-references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Society in connection with . . ."

 

I believe those are the types of corrections Guest Jan has in mind, not revising captions and headings.  It seems clear to me that RONR authorizes those types of changes and even more, provided they do not alter the meaning of the section or the intent of the society.  RONR clearly gives the society the right to delegate that task whether we like it or not.  (RONR says a few things that I don't like, too.)   If a member believes the Secretary or the "technical corrections committee" has gone too far, that member can raise a point of order or propose an amendment of his own to try to make the provision read the way he thinks it should read.

[Dan Honemann]

I agree with the response in post #2 unless the question asked is referring only to punctuation, spelling and typographical errors in captions, headings, and article, section, or paragraph numbers or letters.

 

The entire subsection on pages 598-99 of RONR, 11th ed., entitled "Captions, Headings, and Article and Section Numbers" deals with nothing but such things.

 

The sentences beginning on page 598, line 35, read, in part, as follows (with portions italicized by me for emphasis):

 

"Corrections of article or section numbers or cross-references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee. An assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution such as ... "

[Edgar Guest]

The entire subsection on pages 598-99 of RONR, 11th ed., entitled "Captions, Headings, and Article and Section Numbers" deals with nothing but such things.

 

Thanks for that clarification.

[Shmuel Gerber]

I agree with the response in post #2 unless the question asked is referring only to punctuation, spelling and typographical errors in captions, headings, and article, section, or paragraph numbers or letters.

 

The entire subsection on pages 598-99 of RONR, 11th ed., entitled "Captions, Headings, and Article and Section Numbers" deals with nothing but such things.

 

The sentences beginning on page 598, line 35, read, in part, as follows (with portions italicized by me for emphasis):

 

"Corrections of article or section numbers or cross-references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee. An assembly may delegate its authority in this connection in a particular case, by adopting, for example, a resolution such as ... "

 

I have to admit that this section of RONR is a bit confusing. If the adopted amendments to the bylaws have created the need for "corrections of article or section numbers or cross-references that cannot result in a change of meaning" within captions, headings, and article or section numbers, then why do such corrections need to be delegated at all, when the previous sentences of RONR already state that "the secretary or a committee should, of course" make indisputably necessary changes? And just what are these "other technical and conforming changes" that the resolution authorizes?

[Dan Honemann]

I have to admit that this section of RONR is a bit confusing. If the adopted amendments to the bylaws have created the need for "corrections of article or section numbers or cross-references that cannot result in a change of meaning" within captions, headings, and article or section numbers, then why do such corrections need to be delegated at all, when the previous sentences of RONR already state that "the secretary or a committee should, of course" make indisputably necessary changes? And just what are these "other technical and conforming changes" that the resolution authorizes?

 

I agree that this section is not quite as clear as it might be, but it seems very clear to me that it does not say that the assembly may authorize the secretary, or a committee, to correct errors in punctuation, spelling and typographical errors throughout the body of bylaws it has just adopted.