Amending bylaws without given provision and more

[sfraser]

Hello:

By way of background - our organization (student gov't at community college level) has a series of governing documents - a Constitution, below that a set of Bylaws that apply to the entire organization, below that a set of bylaws specifically for the "Inter Club Council" which determines the running of a body that collectively makes decisions on behalf of all the chartered organizations and clubs on campus, and then beneath those the individual constitution and bylaws of the clubs themselves.

The Inter Club Council bylaws specifically require that a chartered club or organization must have a constitution and/or bylaw set on file, but gives no specifics on what they should look like. Clubs are able to utilize a 'template' constitution and bylaws - they fill in the blanks, and its adopted by their founding members and placed on file. This template is very basic; and we've discovered that it's missing one big item and one smaller item:

1) The template set gives no provision for 'amending' bylaws and constitutions once adopted. This has led to a variety of practices in this area, from some clubs requiring unanimous consent of all members, to some clubs simply making alterations by majority vote of the officers (usually a group of no more than five people). Sometimes, changes have been made unilaterally and not approved by anyone except the President of the club.

2) The template constitution states that the 'most recent edition of RONR' is to be used. The Inter Club Council bylaws, however, follow our main constitution (the overarching document) and states that the 9th edition is to be used - something I've asked about on this forum before. An argument has been put forward by one side stating that requiring the more recent version is simply being more strict than the parent bylaw, and so is allowable. Another argument is that since it isn't following the parent bylaw, it's inconsistent and so the parent bylaw takes precedence.

My question for the second item is; which one is correct? And the first: given that RONR (whichever edition) governs the clubs, is there a rule or guideline in RONR that will provide for how to amend or change the constitution/bylaws when the bylaws and constitution, through clear oversight by its original creators, provide no guideline or rule themselves?

[Larry Cisar]

Hello:

By way of background - our organization (student gov't at community college level) has a series of governing documents - a Constitution, below that a set of Bylaws that apply to the entire organization, below that a set of bylaws specifically for the "Inter Club Council" which determines the running of a body that collectively makes decisions on behalf of all the chartered organizations and clubs on campus, and then beneath those the individual constitution and bylaws of the clubs themselves.

The Inter Club Council bylaws specifically require that a chartered club or organization must have a constitution and/or bylaw set on file, but gives no specifics on what they should look like. Clubs are able to utilize a 'template' constitution and bylaws - they fill in the blanks, and its adopted by their founding members and placed on file. This template is very basic; and we've discovered that it's missing one big item and one smaller item:

1) The template set gives no provision for 'amending' bylaws and constitutions once adopted. This has led to a variety of practices in this area, from some clubs requiring unanimous consent of all members, to some clubs simply making alterations by majority vote of the officers (usually a group of no more than five people). Sometimes, changes have been made unilaterally and not approved by anyone except the President of the club.

2) The template constitution states that the 'most recent edition of RONR' is to be used. The Inter Club Council bylaws, however, follow our main constitution (the overarching document) and states that the 9th edition is to be used - something I've asked about on this forum before. An argument has been put forward by one side stating that requiring the more recent version is simply being more strict than the parent bylaw, and so is allowable. Another argument is that since it isn't following the parent bylaw, it's inconsistent and so the parent bylaw takes precedence.

My question for the second item is; which one is correct? And the first: given that RONR (whichever edition) governs the clubs, is there a rule or guideline in RONR that will provide for how to amend or change the constitution/bylaws when the bylaws and constitution, through clear oversight by its original creators, provide no guideline or rule themselves?

Both versions have provided for amending the bylaws when there is no rule in the bylaws. They are basically the same so read either one and be ahead of the game.

[Dan Honemann]

As to your first item, RONR (10^th ed.) on page 562, lines 13-18, says that “If the bylaws contain no provision for their amendment, they can be amended at any business meeting by a two-thirds vote, provided that previous notice (in the sense defined on p. 116) has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership.” This, then, would apply with respect to any Club which has adopted your “template” for its bylaws unless higher governing documents mandate otherwise.

In this respect, you say that your main Constitution and your Inter Club Council bylaws both state “that the 9th edition is to be used”, but you fail to say by whom. Do they mandate the use of this edition by Clubs? If so, that will control the questions you ask, but apparently it isn’t so because you also say that your Club Council bylaws “gives no specifics on what they [Club bylaws] should look like.” Furthermore, this “template” to which you refer was presumably prepared by the Inter Club Council, and you say that it states that the most recent edition of RONR is to be used.

In any event (and as noted by Dr. Cisar), with respect to amendment of Club constitutions and bylaws, none of this seems to matter much since the 9^th edition, on page 574, says the same thing the 10^th edition says on page 562.