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Bylaws supplementation - standing rules?


Guest Jim

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Hello

On a non-profit on whose Board of directors I serve, the bylaws stipulate that proposals for bylaws amendments, on having been determined to conform to statute and to be not inconsistent with existing bylaws (unless these would be brought into line, as part of the amendment), get mailed out to all members by way of mailed referendum.

Nothing in the bylaws stipulates (and therefore constrains) how advance notice, if any, should be provided. Nothing in the bylaws stipulates what, if any, information is to be included with the ballots. Moreover, the membership is geographically dispersed (10,000 spread across the equivalent of six to eight adjacent US states) and the association provides no means of online interaction.

Some members have been concerned that the Board can, and has, mailed the ballots without any advance notice and absent the information that the proposer would regard to adequately explain their purpose, nor arguments as to why the amendments' pros stood to outweigh any cons. The Board has accorded itself the power to decide what if any information should be provided and, when a bylaws amendment proposed term limits for directors, passed a resolution that the staff was to develop a position paper to be included with the ballots as to all of the reasons why the proposal should be rejected.

In advance of that last resolution having been passed by the Board, a motion had been submitted for the Board's agenda, proposing that the Board adopt the following practice:

Special resolutions to amend the constitution and bylaws shall be communicated to the membership in advance of the distribution of the ballots. The membership will be supplied, both in this communication and with the ballots, with a proposer statement as to the rationale for the special resolution. The membership will also be provided with suitable means of deliberation, accessible by any interested members, until after the day by which completed ballots and telephone votes must be received.

The Chair, on the advice of legal counsel, ruled it contrary to the bylaws.

In the view of the forum members

(1) the proposal doesn't violate any basic principles of parliamentary procedure, does it?

(2) must bylaws stipulate all procedures, or can procedures be developed to supplement any procedures stipulated in the bylaws, *provided* that the procedures do not conflict with any in the bylaws (nor with afore-referenced basic principles of parliamentary procedure)?

(3) even if the proposed procedures disagreed with a procedure stipulated in the bylaws, would those proposed above qualify as standing rules concerning how the process is to be administered, or are they so fundamental with regard to how a member is supposed to reach a properly-informed decision that the proposal cannot be characterized as a set of standing rules?

(4) if any relevant procedures in the bylaws existed and were taken as rules of order (and not standing rules), is an assembly's power to suspend their own rule limited to the duration of the meeting in which they would like to be able to consider the thing that would be otherwise impeded, preventing any action from going forward post-adjournment if the action would itself violate the rule which may not be suspended on an ongoing basis post-adjournment?

(5) If a Board – despite its being subordinate the the assembly/organization – is in the bylaws accorded full powers between general meetings, may the Board exercise the same rights of suspension of bylaws where the bylaw in question is a rule of order? Or, if the bylaws stipulate RONR, is it *only* the assembly that can choose to suspend the rules of order, leaving the Board bound by RONR?

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(1) the proposal doesn't violate any basic principles of parliamentary procedure, does it?

No. (Although I believe the term you are looking for is "fundamental principles of parliamentary law.")

(2) must bylaws stipulate all procedures, or can procedures be developed to supplement any procedures stipulated in the bylaws, *provided* that the procedures do not conflict with any in the bylaws (nor with afore-referenced basic principles of parliamentary procedure)?

The latter.

(3) even if the proposed procedures disagreed with a procedure stipulated in the bylaws, would those proposed above qualify as standing rules concerning how the process is to be administered, or are they so fundamental with regard to how a member is supposed to reach a properly-informed decision that the proposal cannot be characterized as a set of standing rules?

The proposed procedures are a mixture of special rules of order and standing rules. The rule requiring previous notice is a special rule of order, but the rest of the procedures are standing rules. If the procedures "disagreed with a procedure stipulated in the bylaws," however, they would be out of order and null and void if adopted. The Bylaws take precedence over special rules of order and standing rules.

(4) if any relevant procedures in the bylaws existed and were taken as rules of order (and not standing rules), is an assembly's power to suspend their own rule limited to the duration of the meeting in which they would like to be able to consider the thing that would be otherwise impeded, preventing any action from going forward post-adjournment if the action would itself violate the rule which may not be suspended on an ongoing basis post-adjournment?

Such a rule may be suspended, at most, for the duration of one session (which is usually equivalent to one meeting in an average assembly). Rules which have application outside of a meeting context are not suspendable.

(5) If a Board – despite its being subordinate the the assembly/organization – is in the bylaws accorded full powers between general meetings, may the Board exercise the same rights of suspension of bylaws where the bylaw in question is a rule of order? Or, if the bylaws stipulate RONR, is it *only* the assembly that can choose to suspend the rules of order, leaving the Board bound by RONR?

In my opinion, the board has the same freedom to suspend the rules as does its parent assembly, except that the board could not suspend a rule which was clearly intended to be a limitation imposed upon the board by the parent assembly.

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...

The proposed procedures are a mixture of special rules of order and standing rules. The rule requiring previous notice is a special rule of order

...

The reply has been very helpful. A follow-up re the above...

Where a special rule of order is neither specified nor precluded in one's bylaws – for example the extent of previous notice that the assembly or Board might see as desirable – can a special rule of order be adopted without a bylaws amendment? Or does the stipulation of RONR as the parliamentary authority in the Bylaws preclude any special rule of order being adopted outside of bylaws amendments?

The problem with the latter would be where RONR did not stipulate the extent of prior notice that should be required for a bylaws change.

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The reply has been very helpful. A follow-up re the above...

Where a special rule of order is neither specified nor precluded in one's bylaws – for example the extent of previous notice that the assembly or Board might see as desirable – can a special rule of order be adopted without a bylaws amendment? Or does the stipulation of RONR as the parliamentary authority in the Bylaws preclude any special rule of order being adopted outside of bylaws amendments?

The problem with the latter would be where RONR did not stipulate the extent of prior notice that should be required for a bylaws change.

Special Rules of Order can be adopted or amended by a two-thirds vote with notice or by a vote of a majority of the entire membership. See RONR(10th ed.), p. 17, l. 28-31.

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Where a special rule of order is neither specified nor precluded in one's bylaws – for example the extent of previous notice that the assembly or Board might see as desirable – can a special rule of order be adopted without a bylaws amendment?

Generally speaking, special rules of order which do not conflict with the Bylaws may be adopted without amending the Bylaws. The adoption of such a rule requires a 2/3 vote with previous notice or a vote of a majority of the entire membership without notice.

Or does the stipulation of RONR as the parliamentary authority in the Bylaws preclude any special rule of order being adopted outside of bylaws amendments?

No. There are a couple of rules which must be in the Bylaws to be valid, but those generally deal with the "fundamental principles of parliamentary law" we discussed earlier.

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