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