bylaws approval question

[lptwigg]

Hi all! I am not sure if this is the correct place to ask this, but I thought I would give it a try.

An organization I belong to recently made an amendment to the bylaws. The bylaws require that the bylaws themselves, and any amendments must be approved a parent organization. So, the revised bylaws, approved by our membership, were submitted. We operate under the principal that once the bylaws are approved by our members, they are in effect immediately, even before approval.

In this case, the amendment was rejected by the parent organization. Therefore, we will need to take action at our next meeting to address the rejection. My question is, do we start with what was approved by our members, and amend that to address the reason they were rejected, or do we start over from scratch in amending?

Thanks for any help you can give me, and I apologize if this is not the appropriate place to ask about this!

[jstackpo]

That's a sticky question and RONR itself doesn't have an answer.

I fear you will have to look to the parent organization and ask them what are the consequences of their rejecting an adopted bylaw amendment.

You wrote: " We operate under the principal [sic] that once the bylaws are approved by our members, they are in effect immediately, even before approval." If that "principal" derives from the parent organization then it will be entirely up to them to explain the rejection consequences.

But if that "principal" was dreamed up by your chapter, then it seems to me that you have acted beyond your authority and did things that were not (yet) authorized by your bylaws, because they had not been fully approved. So it will be up to you to straighten out the mess.

[lptwigg]

That's a sticky question and RONR itself doesn't have an answer.

I fear you will have to look to the parent organization and ask them what are the consequences of their rejecting an adopted bylaw amendment.

You wrote: " We operate under the principal [sic] that once the bylaws are approved by our members, they are in effect immediately, even before approval." If that "principal" derives from the parent organization then it will be entirely up to them to explain the rejection consequences.

But if that "principal" was dreamed up by your chapter, then it seems to me that you have acted beyond your authority and did things that were not (yet) authorized by your bylaws, because they had not been fully approved. So it will be up to you to straighten out the mess.

Oh, dear.... I do know the difference between principal and principle.... 8-(

Anyway, it is ok, we have done nothing, actually, because the amendment in question only applies to actions taken once a year in the spring, and was approved after the spring, and rejected just now, so no actions have been taken yet. So, not a mess.

The problem with using your suggestion is that the bylaws person for the parent organization is not acting impartially, but rather does not like me, and is therefore looking for any reason to reject the amendment brought forward by me.

What I am trying to figure out, and which I understand you to say that RONR does not cover, is what will happen at our meeting - will we be amending the amendment, that was rejected, or start over with a totally new amendment to the bylaws.

Does anyone have an suggestions as to an impartial bylaws forum?

Thanks for your help!!

[Guest Nancy N.]

Hi all! I am not sure if this is the correct place to ask this, but I thought I would give it a try.

An organization I belong to recently made an amendment to the bylaws. The bylaws require that the bylaws themselves, and any amendments must be approved a parent organization. So, the revised bylaws, approved by our membership, were submitted. We operate under the principal that once the bylaws are approved by our members, they are in effect immediately, even before approval.

In this case, the amendment was rejected by the parent organization. Therefore, we will need to take action at our next meeting to address the rejection. My question is, do we start with what was approved by our members, and amend that to address the reason they were rejected, or do we start over from scratch in amending?

Thanks for any help you can give me, and I apologize if this is not the appropriate place to ask about this!

Well ...

First. Please don't post your bylaws -- as this is the Robert's Rules website forum, we comment on RONR, and it's misleading to comment on specific bylaws here -- but note that all replies are contingent on what your paraphrases say, and without knowing what exceptions or variations might appear elsewhere.

I first have to ask, do you have a rule that justifies your operating under bylaws that might not be valid at all, until they are approved by the parent. (Or, do I have that wrong?) -- This is kinda beside the point, except for going forward. If the bylaws are valid only if approved by the parent, then isn't it clear that any action based on a provision that the parent has rejected is null and void?

I don't think RONR does specifically deals with your question. I'd suggest that it's most practical and sensible to first clear up the messes -- everything that was adopted invalidly, and whatever was done based on that error (for example, your organization, a volunteer fire department, hired an orchid-tender, but the new bylaw that authorizes hiring an orchid-tender was disapproved by the parent organization).

I don't know what you mean about the reasons they were rejected. Either the reasons don't matter, or I'm missing the point.

[Guest Nancy N.]

(My above post, #4, was composed and posted in reply to the Original Post, without having seen Dr. Stackpole's reply or the OP's reply to that.)

[lptwigg]

Well ...

First. Please don't post your bylaws -- as this is the Robert's Rules website forum, we comment on RONR, and it's misleading to comment on specific bylaws here -- but note that all replies are contingent on what your paraphrases say, and without knowing what exceptions or variations might appear elsewhere.

I first have to ask, do you have a rule that justifies your operating under bylaws that might not be valid at all, until they are approved by the parent. (Or, do I have that wrong?) -- This is kinda beside the point, except for going forward. If the bylaws are valid only if approved by the parent, then isn't it clear that any action based on a provision that the parent has rejected is null and void?

I don't think RONR does specifically deals with your question. I'd suggest that it's most practical and sensible to first clear up the messes -- everything that was adopted invalidly, and whatever was done based on that error (for example, your organization, a volunteer fire department, hired an orchid-tender, but the new bylaw that authorizes hiring an orchid-tender was disapproved by the parent organization).

I don't know what you mean about the reasons they were rejected. Either the reasons don't matter, or I'm missing the point.

Hi! I was not going to post our bylaws, so no worries. The bylaws amendment was properly adopted, by the assembly, using RONR. The parent organization chose to reject the amendment. I am mereley trying to establish how we proceed. I now understand this is not the correct place to ask, and apologize for taking up bandwidth inappropriately!

[Robert B Fish]

I suspect, as apparently did Dr. Stackpole, that the requirements of the parent organization are that amendments to your bylaws only go into effect when they are approved. Otherwise, the provision wouldn't be of much use as you could make all sort of changes and take actions based on them that might not be reversable (such as selling property or entering contracts).

If that's the case - your bylaws and the bylaws of your national org. will tell the story - then any action your group took that depended on approval is null and void as it was in violation of your bylaws. [page 244, item a]

If the action did not depend on the new bylaws, then the issue is moot.

-Bob

[lptwigg]

I suspect, as apparently did Dr. Stackpole, that the requirements of the parent organization are that amendments to your bylaws only go into effect when they are approved. Otherwise, the provision wouldn't be of much use as you could make all sort of changes and take actions based on them that might not be reversable (such as selling property or entering contracts).

If that's the case - your bylaws and the bylaws of your national org. will tell the story - then any action your group took that depended on approval is null and void as it was in violation of your bylaws. [page 244, item a]

If the action did not depend on the new bylaws, then the issue is moot.

-Bob

Hi! Thanks for the explanation. But, I want to make sure I am clear - we took no actions based on the amended section.

What I am trying to clarify, and I apologize for not being clear previous to this, is what exactly will happen at our next general meeting. I will certainly check into the belief that items approved by our members are in effect during the time of waiting for approval, and I will add that the date of the bylaws is considered to be when they are approved by our membership, not the date of parent approval - this from the parent organization.

What I am trying to understand is if we will be seeing the bylaws committee bring forward the previous amendment, but changed by omitting the rejected section, or they will bring forward the previous amendment, as sent, and then amend it on the floor. It may be moot - as I am starting to think both methods will serve my goal, of addressing the reason for rejection via clarification.

Thanks again!

[jstackpo]

I would suggest that at your next general meeting you simply announce that the amendment(s) that you adopted were not approved by the parent organization and so are NOT a part of your current bylaws. Your "old" bylaws remain in effect. Or at least the part of the amendment(s) to the "old" bylaws that didn't garner the parent's approval are not part of the "new" bylaws.

This is, in outcome, no different than if your association had not approved the proposed bylaw amendments. You just have a two step approval process to go through with amendments, and the second step didn't pass muster.

This is a tad off topic, but is there any appeal mechanism in place in the parent bylaws that may help you avoid the personality conflict (?) with respect to the parent org's approver? Might be worth a look.

[lptwigg]

I would suggest that at your next general meeting you simply announce that the amendment(s) that you adopted were not approved by the parent organization and so are NOT a part of your current bylaws. Your "old" bylaws remain in effect. Or at least the part of the amendment(s) to the "old" bylaws that didn't garner the parent's approval are not part of the "new" bylaws.

This is, in outcome, no different than if your association had not approved the proposed bylaw amendments. You just have a two step approval process to go through with amendments, and the second step didn't pass muster.

This is a tad off topic, but is there any appeal mechanism in place in the parent bylaws that may help you avoid the personality conflict (?) with respect to the parent org's approver? Might be worth a look.

I am scrutinizing the bylaws both of the parent organization, and our bylaws, to see if indeed it is true that we are operating under an erroneous assumption. I have also gone back to the source of the statement that we operate that way to see if I can get chapter and verse on why she thinks that.

Sadly, it is not really a personality conflict - at least not directly. The person that rejected the bylaws and I have not interacted much, and it has always been cordial. Sadly, the president of my local organization has set her goal to antagonize and stymie me in all instances, and the bylaws person is currying favor with her because she likes to stir the pot. This is her last official act, pretty much, since she is out as bylaws chair, due to term limits, the end of this month. I have been asked by the parent organization president to be the new bylaws chair, but no one knows that yet.

I will look into an appeals process, but am thinking that either abandoning the amendment or starting over and addressing the reason for rejection, which is pretty simple and ridiculous, are probably the fastest way to deal with this.

I am working very hard to be diligent in all my endeavors regarding this work.

Thanks so much for your time!

[Sean Hunt]

If your bylaws don't already say this, I would recommend adding the rule that approval from the parent organization is required for changes to take effect, as it would avoid this sort of confusion in the future.

[Gerry4000]

Let me make two suggestions:

1. Does the parent organization have "model" bylaws for the various chapters (or whatever the local groups are called)? If so, perhaps there is suggested way9s) of dealing with this.

2. Contact some other "chapters" to see how they deal with this situation.

[lptwigg]

If your bylaws don't already say this, I would recommend adding the rule that approval from the parent organization is required for changes to take effect, as it would avoid this sort of confusion in the future.

What a great suggestion - thanks! Especially since I will be the new bylaws chair for the parent organization, and I will be reviewing their bylaws.... 8-)

[lptwigg]

Let me make two suggestions:

1. Does the parent organization have "model" bylaws for the various chapters (or whatever the local groups are called)? If so, perhaps there is suggested way9s) of dealing with this.

2. Contact some other "chapters" to see how they deal with this situation.

The parent organization has a template for the local's bylaws - some parts of it are not allowed to be changed, others are, and of course there are the fill in the blank parts. I will have to do further research on all this.

The president of the parent organization has told me this when I inquired today:

"Bylaws approved by locals are in place until approved or rejected. The action of the local is in place until the chartering agent rules on the submittal. You cannot have two sets of bylaws in place. The last approved by membership is in place until otherwise."

[jstackpo]

The parent president just dug him/herself into a nice deep hole. If he says the adopted amendments are in effect and you act on them in some way, then it becomes HIS job to tell you what happens if the parent subsequently rejects the amendment.

Clearly the better rule is that the child organizations canNOT assume an (adopted) amendment is in effect until AFTER the parent org approves of it.

You can think of the parent org's requirement as a sort of proviso implicit in the child's adoption of a change, stating that this (new) provision shall not go into effect until approved by the parent, AND shall be null if the parent disapproves of it.

[Gerry4000]

What, to me, seems a bit odd (as well as awkward) is the apparent practice of the parent organization to approve or disapprove bylaw changes in a somewhat disorganized manner.

This process does not seem very clearcut. If the local makes a change , and it is in effect, then actions of great consequence might be taken -- then have to be reversed if the parent disapproves.

Fir this organization, there seems to be a distinction between not approved and disapproved.

[David A Foulkes]

What I am trying to understand is if we will be seeing the bylaws committee bring forward the previous amendment, but changed by omitting the rejected section, or they will bring forward the previous amendment, as sent, and then amend it on the floor. It may be moot - as I am starting to think both methods will serve my goal, of addressing the reason for rejection via clarification.

On the one hand, your local approved the amendment, making it open for Amend Something Previously Adopted. On the other hand, the parent rejected it, making it open for Renewal (as modified necessarily to eventually pass the parent's vote).

Normally, approval of a bylaw amendment goes through a process: submission (with notice, likely), motion of it at a meeting, debate, and finally vote, and until it passes through to final approval, it is not part of the bylaws. It seems your organization adds a doubling to this, effectively repeating the process at the parent level, where the "final approval" occurs or not. Thus, it seems to me (or, as acronymphile GcT is fond of saying, ISTM) that the amendment hasn't been adopted, as clearly as if your local had voted it down. And I guess that's the question: has the amendment been adopted or rejected? (As a non-member, I reserve the right not to answer)

Fir this organization, there seems to be a distinction between not approved and disapproved.

Not sure where "disapproved" entered into this prior to your post. So far, the OP has used only "approved" and "rejected", so why make this distinction now?

[lptwigg]

The parent president just dug him/herself into a nice deep hole. If he says the adopted amendments are in effect and you act on them in some way, then it becomes HIS job to tell you what happens if the parent subsequently rejects the amendment.

Clearly the better rule is that the child organizations canNOT assume an (adopted) amendment is in effect until AFTER the parent org approves of it.

You can think of the parent org's requirement as a sort of proviso implicit in the child's adoption of a change, stating that this (new) provision shall not go into effect until approved by the parent, AND shall be null if the parent disapproves of it.

Hi again! This is the justification given me by the President:

"Refer to Roberts Rules page 578-79 -Time at Which a Bylaw Amendment Takes Effect

An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion......"

[lptwigg]

On the one hand, your local approved the amendment, making it open for Amend Something Previously Adopted. On the other hand, the parent rejected it, making it open for Renewal (as modified necessarily to eventually pass the parent's vote).

Normally, approval of a bylaw amendment goes through a process: submission (with notice, likely), motion of it at a meeting, debate, and finally vote, and until it passes through to final approval, it is not part of the bylaws. It seems your organization adds a doubling to this, effectively repeating the process at the parent level, where the "final approval" occurs or not. Thus, it seems to me (or, as acronymphile GcT is fond of saying, ISTM) that the amendment hasn't been adopted, as clearly as if your local had voted it down. And I guess that's the question: has the amendment been adopted or rejected? (As a non-member, I reserve the right not to answer)

I think I understand what you are saying. And, yes, it does seem cumbersome and disjointed, but it is the system we have so I am working to understand it and deal with it properly.

The reason for rejection - is that the amendment uses a term (names a group) that is not defined in the bylaws. So, with that additional information, it may not be as clear cut? The local knew what the meaning of the amendment was, since they are familiar with the term used.

Thanks for your feedback - it helps me try and define what exactly is going on!

[jstackpo]

Hi again! This is the justification given me by the President:

An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion......"

Your president seems to have a little difficulty with logic, or "categories", or something...

The "assembly", in the form of the parent organization of which your chapter is certainly a part, HAS "set such a time by a previously adopted motion", namely the motion adopting a rule (probably embedded in the parent organization's bylaws) which delays effectiveness until the parent organization approves the (Chapter's) adopted bylaw amendment.