BryanSullo Posted October 25, 2011 at 08:43 PM Report Share Posted October 25, 2011 at 08:43 PM I've been talking to the gentleman in our church society who is probably the only other member who actually cares about our bylaws, and parliamentary procedure, and such. He's been a member for many decades, and has an encyclopædic knowledge of the bylaws (having been on several bylaws committees). According to this gentleman, the bylaws under which we are now operating were never adopted. He believes that changes were "slipped in" by various pastors or board members over the past (somewhat tumultuous) decade or so.I'm inclined to believe him, and, I'm sure the minutes of past meetings are woefully incomplete, to the point that they would be useless to prove the point one way or another.It seems that, if we're operating under bylaws that were never adopted, this would constitute a continuing breach of order, and that a point of order could be raised. My question is, "Then what?" What happens if the assembly agrees that the bylaws are invalid? What happens if the assembly doesn't care (which I think is more likely)? What is the proper way to fix this? Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 25, 2011 at 09:02 PM Report Share Posted October 25, 2011 at 09:02 PM I've been talking to the gentleman in our church society who is probably the only other member who actually cares about our bylaws, and parliamentary procedure, and such. He's been a member for many decades, and has an encyclopædic knowledge of the bylaws (having been on several bylaws committees). According to this gentleman, the bylaws under which we are now operating were never adopted. He believes that changes were "slipped in" by various pastors or board members over the past (somewhat tumultuous) decade or so.I'm inclined to believe him, and, I'm sure the minutes of past meetings are woefully incomplete, to the point that they would be useless to prove the point one way or another.It seems that, if we're operating under bylaws that were never adopted, this would constitute a continuing breach of order, and that a point of order could be raised. My question is, "Then what?" What happens if the assembly agrees that the bylaws are invalid? What happens if the assembly doesn't care (which I think is more likely)? What is the proper way to fix this?As the presiding officer in the unfortunate situation that you describe, I think you have to assume that the bylaws the secretary has ARE the bylaws... and get to work on drafting new ones with the guy you mentioned. It looks like you have the start of a pretty good bylaw committee. Link to comment Share on other sites More sharing options...
DrEntropy Posted October 25, 2011 at 09:02 PM Report Share Posted October 25, 2011 at 09:02 PM This is an interesting question, I have run into this situation myself in various organizations I have belonged to. In at least one case we decided to simply do a general revision of the bylaws. Its like rebooting, and worked out well. And from that point on, minutes were more carefully kept, etc. At least until I moved away ... Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 25, 2011 at 09:10 PM Report Share Posted October 25, 2011 at 09:10 PM It looks like you have the start of a pretty good bylaw committee.Quite agreed, but as a cautionary note, I recall Mr. Sullo clarifying his position as Moderator, and that (if I'm correct) he is not a member of the society (or of the board at least)? This may require special handling (membership approval?), if so, to get a non-member on the bylaw committee, yes? Link to comment Share on other sites More sharing options...
BryanSullo Posted October 25, 2011 at 09:12 PM Author Report Share Posted October 25, 2011 at 09:12 PM I am a member. I'm not on the executive board. (i.e. I'm the presiding officer, not the "president".) Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 25, 2011 at 09:12 PM Report Share Posted October 25, 2011 at 09:12 PM I am a member. I'm not on the executive board. (i.e. I'm the presiding officer, not the "president".)Oh, good. In the words of Emily Litella...... Link to comment Share on other sites More sharing options...
Robert B Fish Posted October 25, 2011 at 11:20 PM Report Share Posted October 25, 2011 at 11:20 PM I've actually had a similar situation. A church of which I was a member was considering an amendment to its bylaws. I asked for a copy of the current bylaws so we could prepare the proper motion for the amendment. I invested considerable effort, including interviewing all the living charter members [all of who were positive the bylaws had been adopted and some were even sure that (fill in the blank) had a copy], reading all the minutes of the church meetings, posting notices and making announcements, all without success. I determined that the bylaws had been amended 6 times over the 30+ year life of the church but no bylaws had even been adopted. One BIG clue was that all amendments were of the form, "I move to amend the bylaws to (fill in some vague statement about what the change was supposed to accomplish)." There was never a reference to the section being amended or to wording to be removed and the new wording wasnt' all that precise either.We drafted a set of bylaws that coincided with existing practices and, when they were adopted, a proviso was included to say that all previous bylaws, if any, were rescinded. We decided, correctly or not, that a revision wasn't appropriate since there wasn't a known set to replace and, in view of the 6 amendments vague as they were, not addressing the issue wasn't proper either.Finally, we established the practice of printing the bylaws annually in the church's annual report so there were a lot of copies out there. -Bob Link to comment Share on other sites More sharing options...
Chris Harrison Posted October 25, 2011 at 11:41 PM Report Share Posted October 25, 2011 at 11:41 PM <snip>Just out of curiosity what vote did you all decide would be required to adopt the bylaws? Was it treated as if there was no bylaws in place and a majority vote would get the job done or was it treated the same as amending a Special Rule? Link to comment Share on other sites More sharing options...
Josh Martin Posted October 26, 2011 at 02:14 AM Report Share Posted October 26, 2011 at 02:14 AM My question is, "Then what?" What happens if the assembly agrees that the bylaws are invalid?Well, it seems the society has validly adopted Bylaws at some point, it is just that some of the amendments to the Bylaws are invalid (although no one has any idea which ones). Therefore, it would be rather difficult for anyone to use this point to try and invalidate any past actions of the society, since no one knows what (specifically) in the Bylaws is invalid.What happens if the assembly doesn't care (which I think is more likely)?That seems preferable, since it should mean everyone will keep quiet about this until you can fix it, and it probably means they won't object to the fixing either.What is the proper way to fix this?I agree with Dr. Entropy that a revision is your best bet. Let's just assume that the amendment process in the Bylaws, at least, hasn't been improperly changed. If that's true, then the new revision will be valid and you won't have a problem anymore. Link to comment Share on other sites More sharing options...
Guest Gary c Tesser Posted October 28, 2011 at 12:12 AM Report Share Posted October 28, 2011 at 12:12 AM [snip] Chris, what would you do? Link to comment Share on other sites More sharing options...
Chris Harrison Posted October 28, 2011 at 12:58 AM Report Share Posted October 28, 2011 at 12:58 AM Chris, what would you do?Depends on the specific circumstances. If there was no evidence that there were ever any validly adopted bylaws I would treat the proposed bylaws as those of a newly established organization and a majority vote would do the job IMHO. If there were validly adopted bylaws at some point I would treat the proposed bylaws as an amendment to a Special Rule with the associated voting requirements unless the amendment provision of the original document (or one of the "adopted" amendments of the original document) was more stringent than that of amending a SRO in which case I would follow those requirements instead. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 28, 2011 at 03:08 AM Report Share Posted October 28, 2011 at 03:08 AM Depends on the specific circumstances. If there was no evidence that there were ever any validly adopted bylaws I would treat the proposed bylaws as those of a newly established organization and a majority vote would do the job IMHO. So, are you saying you would then recess to enroll members, followed by the election of officers? (p. 559-560) Link to comment Share on other sites More sharing options...
Chris Harrison Posted October 28, 2011 at 03:26 AM Report Share Posted October 28, 2011 at 03:26 AM So, are you saying you would then recess to enroll members, followed by the election of officers? (p. 559-560)Yeah. If there were no valid bylaws then there were no members and no officers. Link to comment Share on other sites More sharing options...
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