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By-laws


Guest Don Kuhns

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Can bylaws be withheld from organization members? Our President formed a bylaws committee to update them (first they had to be found!) & stated that no member should see the bylaws until the committee presents its proposed revisions at a meeting for vote. This seems patently WRONG. Not all of our members attend the meetings & thus would not know that the bylaws were found, or what they said, before being asked to change them. I may have access to a copy of the bylaws & I have the membership list, and I'd like to send out copies of the bylaws with a polite letter stating that they were in the process of a revision & that revisions will be voted on at an upcoming meeting. Not that I think most members would care, but they have the right to know about it, right? Upon what authority could I do this?

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RONR does not require that bylaws amendments, including "revisions" (amendments of the whole works all at once), be seen by all members in advance of the meeting at which they are to be considered. But if they are spread around in advance the vote threshold for adoption will be lower. p. 562.

However, your current bylaws may very well require "previous notice" of proposed amendments -- most do, and that supersedes RONR's rule -- so check them carefully. Raise a stink -- AKA a "point of order" -- at the "adoption meeting" if the provisions of the current bylaws are not followed.

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Can bylaws be withheld from organization members? Our President formed a bylaws committee to update them (first they had to be found!) & stated that no member should see the bylaws until the committee presents its proposed revisions at a meeting for vote. This seems patently WRONG. Not all of our members attend the meetings & thus would not know that the bylaws were found, or what they said, before being asked to change them. I may have access to a copy of the bylaws & I have the membership list, and I'd like to send out copies of the bylaws with a polite letter stating that they were in the process of a revision & that revisions will be voted on at an upcoming meeting. Not that I think most members would care, but they have the right to know about it, right? Upon what authority could I do this?

RONR p. 14 says:

It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted ... A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs.
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This raises an important issue. Rushing the membership to approve a sweeping set of changes may suggest they have something to hide. I suggest that, if the membership feels the president is being heavy handed or secretive or that the amendment process is lacking the desired level of transparency, they may

1) Defeat the entire amendment package when it comes up for a vote. (If the bylaws require a 2/3 vote for adoption, then just over 1/3 of the voters can defeat the proposal.)

2) Refer the matter to another committee for consideration. Once the bylaws committee reports, the membership could require that another committee, composed of none of the current bylaws committee members take another look at their product. (Majority vote required.)

If there is a sound case that the changes are in the best interests of the society, the president and the bylaws committee should have nothing to lose and everything to gain by making their proposal known ahead of time. If they decline to do so, the membership may rightly be very suspicious.

-Bob

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Another point: without a copy of the previous bylaws in hand, it would be impossible to know what changes have been proposed, what authority and powers held by the general membership have been stripped. The usual amendment process (at least by my experience) shows the previous bylaw wording with changes indicated (typically the deleted sections lined out and inserted sections underlined) for clear comparison. I'm not saying your president and "his" bylaw committee won't do this, but you already hint at some underhandedness, so I don't think it's that much of a stretch.

As noted, no member has the right to see the work-in-progress in advance, but every member should have a copy of the most current bylaws. It is there where the powers and authority of the officers and board are delineated (among other items), and without that knowledge, how would you know if they are overstepping?

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I'd like to send out copies of the bylaws with a polite letter stating that they were in the process of a revision & that revisions will be voted on at an upcoming meeting. Not that I think most members would care, but they have the right to know about it, right? Upon what authority could I do this?

I don't think any authority is needed.

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