Guest Guest2 Posted September 21, 2011 at 10:05 PM Report Share Posted September 21, 2011 at 10:05 PM Our organization's Constitution states the following:"A text of all proposed amendments shall be mailed to all Chapter Presidents at their last known address at least thirty (30) days before the Annual Meeting. Amendments of the Constitution adopted at an Annual Meeting shall become effective at the beginning of the next fiscal year unless otherwise noted in whole or in part."Currently, there are no provisions in the By-laws regarding amendments. One of the changes being proposed by this year's review committee addresses this flaw in the current By-laws and the same wording outline above is proposed to be included in the By-laws. Please note that the wording specifically states that amendments shall be mailed to all CHAPTER PRESIDENTS rather than to the CHAPTER. The reason is so that the proposed changes go to a person at their home providing proper notice rather than a chapter's PO Box where they could stay for quite some time and not get read in enough time for the vote.To make this situation more challenging, there is one person from a chapter that DOESN'T have a President who is causing a fuss because the chapter didn't receive notification of the amendments despite the clear wording above that states that amendments shall be mailed to all Chapter Presidents.This person is threatening to bring up the fact that the By-laws do not state that amendments shall be mailed to all Chapter Presidents. My first thought to counter this point is there are NO guidelines in the By-laws regarding amendments at all which is why the guidelines outlined in the Constitution were followed (since logic would dictate that the process would be the same for both as they are reviewed together by the same committee).In the absence of guidelines on how to amend the By-laws, were we correct in following the guidelines included in the Constitution document suffice or is there another process we should follow per RONR?Any guidance anyone can provide would be helpful. Link to comment Share on other sites More sharing options...
Robert B Fish Posted September 22, 2011 at 12:59 AM Report Share Posted September 22, 2011 at 12:59 AM If your bylaws do not state a method for their amendment (which they should), the amendment will require either 1) notice and a 2/3 vote or 2) a vote of a majority of the entire membership. [page 116]-Bob Link to comment Share on other sites More sharing options...
Guest Gary c Tesser Posted September 22, 2011 at 08:56 AM Report Share Posted September 22, 2011 at 08:56 AM Maybe it would take up less time and space if we just said I'll disagree with Mr Fish until he stops being famous.I don't think we can say with any confidence what the method of amending bylaws will be, when there are both a constitution and bylaws, and the stated procedure for amending the constitution is in some ways easier than RONR's procedure for amending the bylaws, since the procedure for amending the constitution should be harder than the procedure for amending the bylaws (RONR 10th Edition, the old one, p. 14). Link to comment Share on other sites More sharing options...
Larry Cisar Posted September 22, 2011 at 08:58 AM Report Share Posted September 22, 2011 at 08:58 AM Maybe it would take up less time and space if we just said I'll disagree with Mr Fish until he stops being famous.I don't think we can say with any confidence what the method of amending bylaws will be, when there are both a constitution and bylaws, and the stated procedure for amending the constitution is in some ways easier than RONR's procedure for amending the bylaws, since the procedure for amending the constitution should be harder than the procedure for amending the bylaws (RONR 10th Edition, the old one, p. 14).Notice that you said "should be harder" and not "must be harder". We may have one of those exceptional cases. Link to comment Share on other sites More sharing options...
David A Foulkes Posted September 22, 2011 at 11:22 AM Report Share Posted September 22, 2011 at 11:22 AM What I'd be curious about is whether the President-less chapter had a Vice-President, in which case, when the President's office was vacated (for whatever reason) the VP would have ascended the throne, thus allowing them to receive notice of the bylaw amendment(s), assuming RONR in force as the PA and no other rule to the contrary. It would then seem a failure (on someone's part) to understand this little nuance, and the consequences thereof have indeed left that chapter without proper notice. Link to comment Share on other sites More sharing options...
Guest Guest2 Posted September 22, 2011 at 03:21 PM Report Share Posted September 22, 2011 at 03:21 PM If your bylaws do not state a method for their amendment (which they should), the amendment will require either 1) notice and a 2/3 vote or 2) a vote of a majority of the entire membership. [page 116]The question remains: notice to whom?I don't think we can say with any confidence what the method of amending bylaws will be, when there are both a constitution and bylaws, and the stated procedure for amending the constitution is in some ways easier than RONR's procedure for amending the bylaws, since the procedure for amending the constitution should be harder than the procedure for amending the bylaws (RONR 10th Edition, the old one, p. 14).Notice that you said "should be harder" and not "must be harder". We may have one of those exceptional cases.It is one of those exceptional cases. As the Constitution and By-laws are in one document and the proposed changes are voted on at our Annual Meeting, traditionally we have required a 2/3 majority vote for BOTH documents for ease of process. (Note: The Constitution states the following: This Constitution may be amended at the Annual Meeting by a two-thirds (2/3) vote of the certified delegates as defined by the By-Laws of this Corporation.)What I'd be curious about is whether the President-less chapter had a Vice-President, in which case, when the President's office was vacated (for whatever reason) the VP would have ascended the throne, thus allowing them to receive notice of the bylaw amendment(s), assuming RONR in force as the PA and no other rule to the contrary. It would then seem a failure (on someone's part) to understand this little nuance, and the consequences thereof have indeed left that chapter without proper notice. No one has "ascended the throne".Here is a little further information on the subject: This past Monday, the person "causing the fuss" announced that the chapter has an official contact. This contact person is not the President, official or acting. Please note this information was not shared with the review committee chair until this past Monday and the proposed changes were mailed out at the beginning of September. Further, the overall organization's President is from this chapter. The review committee chair discussed which chapters had Presidents and which did not with the organization President so everyone was on the same page prior to the changes being mailed out and the organization President gave verbal approval to move forward as discussed. This person did not state there was any chapter contact nor did this person ask that chapters without Presidents be provided a copy of the changes. Also, the list of addresses obtained from our parent organization (which is what was used to mail out the changes) did not list any specific person as the chapter contact.So, the original question remains: In the absence of guidelines on how to amend the By-laws, were we correct in following the guidelines included in the Constitution document in regards to providing notice or is there another process we should follow per RONR? Link to comment Share on other sites More sharing options...
Bruce Lages Posted September 23, 2011 at 01:17 AM Report Share Posted September 23, 2011 at 01:17 AM It seems to me the question you need to answer is who is eligible to vote on these bylaw amendments? When RONR speaks about giving notice, as Mr. Fish stated, it means notice to all of the members who will be voting on the issue. So, if it is only your chapter presidents that can vote on the amendments, then you have provided notice to the appropriate people. But - if members other than just the chapter presidents are voting, then I'd say you haven't provided proper notice in accord with the RONR procedure. Link to comment Share on other sites More sharing options...
Guest Guest2 Posted September 23, 2011 at 03:52 AM Report Share Posted September 23, 2011 at 03:52 AM Each chapter gets votes based on month-end membership numbers as of the previous month but those delegates are normally selected by each Chapter President. Most chapters have PO boxes that don't get checked very often which is why the Constitution states the mailing goes to each Chapter President (so the document goes to someone's actual house rather than just a PO box). So, in the absence of guidelines in the By-laws, were we correct in following the same procedure outlined in the Constitution? I can't think it makes much sense to have one procedure for the Constitution and another for the By-laws. Link to comment Share on other sites More sharing options...
Guest Gary c Tesser Posted September 23, 2011 at 10:16 AM Report Share Posted September 23, 2011 at 10:16 AM Guest Guest 2, Robert's Rules doesn't answer your question(s). You're asking about specific rules that are particular to your organization, which none of us here on the world's premier Internet parliamentary forum are familiar with. None of us have read your constitution, or bylaws, or both, in their entirety, which would be a minimum necessary to give a competent, informed opinion. That's why you have needed to keep adding information here, but that just won't work. I suggest that you get a referral from the NAP or AIP for a live parliamentarian, to go over all of your documents and all the circumstances with your group.A couple of final (for me) (I hope, as this is a bootless struggle) thoughts.1. Let me clarify. If the constitution and bylaws is, indeed, one single, unified document, such that there would be no difference if it were simply called the constitution or the bylaws, then yes, those two words can be used interchangeably to refer to the document; and then too, of course there is no difference between amending the bylaws and amending the constitution. IN which case, the review committee's proposal to adopt a procedure for amending the bylaws, as distinct from the procedure for amending the constitution, is insane.-- 1(a). You would be a lot better off to drop one of those words, for clarity.2. As Mr Foulkes pointed out, if you had a vice-president, then if Robert's Rules controls, you instantly had a new president. No gap. Yes, someone HAS ascended the throne, willy-nilly. Send the notice to the new president. That's the "notice to whom."3. What you have traditionally done for ease of process is ... is ... Ghod, I have no words. Larry, what were you thinking??!?3. If a chapter has no president, you really ought to amend your constitution. ... Or your bylaws. Or your constitution and bylaws. ... to provide for notifying SOMEBODY in the chapter. If the reason for sending the notice directly to the chapter presidents is so the chapter gets the notice promptly, you really ought to provide for all chapters to get the notice, period.4. The stuff about an official contact person is blithering nonsense, if the constitution, bylaws, or both, define the contact person as the president, period.5. NO, you were not on the same page, and the organization president's verbal approval is worth the paper it was written on. O wait, the paper it wasn't written on.Those are just to start. Get a referral. Link to comment Share on other sites More sharing options...
David A Foulkes Posted September 23, 2011 at 10:54 AM Report Share Posted September 23, 2011 at 10:54 AM I suggest that you get a referral from the NAP or AIP for a live parliamentarian, to go over all of your documents and all the circumstances with your group.And to get you started on that, contact either (or both) the ...National Association of Parliamentarians213 South Main St.Independence, MO 64050-3850Phone: 888-627-2929Fax: 816-833-3893;e-mail: hq@NAP2.orgwww.parliamentarians.orgorAmerican Institute of Parliamentarians550M Ritchie Highway #271Severna Park, MD 21146Phone: 888-664-0428Fax: 410-544-4640www.aipparl.orgfor a reference or information. Link to comment Share on other sites More sharing options...
Guest Gary c Tesser Posted September 23, 2011 at 11:17 AM Report Share Posted September 23, 2011 at 11:17 AM Who woke him up? Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.