bylaws amendments

[Guest sammy]

Our bylaws read any change in these bylaws require that an amendment be submitted to general membership for approval. All that we are attemping to do is to renumber the bylaws within an article such as a letter a will become a number 1 letter b will become a number 2 and so on, does this require an amendment for voting, there will be no change at all in the wording in these article, if we do need to vote , do we need to vote on each one or can they all be lumped together?

[Chris Harrison]

Unless you all are 100% sure that the changes will not in any way shape or form alter the meaning of the bylaws the Membership cannot delegate their authority to make those changes. If the Membership is 100% sure that the changes will not alter the meaning they can adopt a resolution authorizing the Secretary to make the changes. See RONR pp. 598-599.

[Trina]

As Chris H. pointed out, "Corrections of article or section numbers or cross references that cannot result in a change of meaning can be delegated, however, to the secretary or, in more involved cases, to a committee." (RONR 11th ed. p. 598 l. 35 - p. 599 l. 3)

The kind of change you describe, which probably involves lots of nit-picky proof reading to catch all cross references, and which does not change the meaning of the bylaws, sounds like the perfect candidate for delegation, as described in the citation. Certainly it would be a waste of the assembly's time, and error-prone to boot, to try to vote individually on every line where a letter will be changed to a number. If the assembly chooses to follow the full bylaws amendment process, this would be an appropriate situation in which to make a motion to adopt all of the changes at once.

The only other point to emphasize (if delegation is chosen) is that the delegating -- to the secretary or to a committee -- must be done by the body that has the authority to amend the bylaws in the first place -- usually this would be the general membership. Thus, if some board members happen to think it would be a good idea to change all the letters to numbers, they can't make (or delegate) any changes to the bylaws (even trivial-seeming ones) on their own authority.

[David A Foulkes]

One would think it easy enough to change

Article III

Section 1.

A.

B.

to

Article VI

Section 1.

1.

2.

The danger is when Article XXXII - Section 14 - Sub-section 7 includes something like "...except as noted in Article III Section 1 Sub-Section A."

[Dan Honemann]

Our bylaws read any change in these bylaws require that an amendment be submitted to general membership for approval. All that we are attemping to do is to renumber the bylaws within an article such as a letter a will become a number 1 letter b will become a number 2 and so on, does this require an amendment for voting, there will be no change at all in the wording in these article, if we do need to vote , do we need to vote on each one or can they all be lumped together?

I'm afraid that you will need to formally amend your bylaws, since the authority to delegate the power to make necessary technical and conforming changes mentioned on pages 598-99 (and referred to in previous posts) is limited to instances in which such changes are necessitated by changes made in the process of amending the bylaws. I agree with Trina, however, that this appears to be an appropriate situation in which to move the adoption of all of the changes at once.

[Trina]

I'm afraid that you will need to formally amend your bylaws, since the authority to delegate the power to make necessary technical and conforming changes mentioned on pages 598-99 (and referred to in previous posts) is limited to instances in which such changes are necessitated by changes made in the process of amending the bylaws....

That's interesting. I did notice that delegation was only described for 'corrections' of article and section numbers; not, more broadly, for 'changes' of article and section numbers. I assumed that the organization in question had some good reason for wanting to change letters to numbers in its bylaws, and that 'improvement without change in meaning' might fall under the umbrella of 'correction without change in meaning.'

However, I think you are saying that the need for such corrections, as described on pp. 598-599, must be a direct and immediate consequence of the full bylaws amendment process?

[Dan Honemann]

However, I think you are saying that the need for such corrections, as described on pp. 598-599, must be a direct and immediate consequence of the full bylaws amendment process?

Well, it's what RONR says. The applicable paragraph begins on page 598, line 23, and should be considered in its entirety.

[Trina]

OK, this topic is bugging me.

What exactly is a 'change' in the bylaws?

Is changing the font of the document a change? Probably not.

Is it a change to change lower-case letters to upper-case? I.e. 'a' becomes 'A', 'b' becomes 'B', etc.? I have doubts about this one.

Is it a change to go from Roman numerals to the equivalent Arabic numerals?

Is it a change to do a direct one-to-one mapping from one sequential symbol sequence to another? 'a' becomes '1', 'b' becomes '2', etc.?

It's just hard to swallow that a change of this kind really requires the full artillery of the bylaws amendment process.

[Trina]

Well, it's what RONR says. The applicable paragraph begins on page 598, line 23, and should be considered in its entirety.

Thanks. I guess that is what the paragraph as a whole says. I can't help wondering about the reasoning behind it, though.

[Tim Wynn]

OK, this topic is bugging me.

What exactly is a 'change' in the bylaws?

Is changing the font of the document a change? Probably not.

Is it a change to change lower-case letters to upper-case? I.e. 'a' becomes 'A', 'b' becomes 'B', etc.? I have doubts about this one.

Is it a change to go from Roman numerals to the equivalent Arabic numerals?

Is it a change to do a direct one-to-one mapping from one sequential symbol sequence to another? 'a' becomes '1', 'b' becomes '2', etc.?

It's just hard to swallow that a change of this kind really requires the full artillery of the bylaws amendment process.

No*, yes, yes, yes.

*The adoption and amendment of bylaws is not concerned with creating a physical document; it's a matter of establishing rules. Generally a font is not adopted. However, in a bizarre case where fonts are ADOPTED as part of the bylaws, such a change would require a bylaw amendment. On the other hand, if the assembly adopts a motion to print a physical document containing the bylaws, the selection of the font and subsequent amendments of that selection are not bylaw amendments.

[Trina]

No*, yes, yes, yes.

*The adoption and amendment of bylaws is not concerned with creating a physical document; it's a matter of establishing rules. Generally a font is not adopted. However, in a bizarre case where fonts are ADOPTED as part of the bylaws, such a change would require a bylaw amendment. On the other hand, if the assembly adopts a motion to print a physical document containing the bylaws, the selection of the font and subsequent amendments of that selection are not bylaw amendments.

Yes, it is the rules (the content) that matters.

That's why I find it hard to grasp that a direct symbol replacement, with no change in content or import, is substantively different than changing a font.

[Tim Wynn]

Yes, it is the rules (the content) that matters.

That's why I find it hard to grasp that a direct symbol replacement, with no change in content or import, is substantively different than changing a font.

The fact that the assembly adopted it shows some significance to the assembly.

If the bylaws do not specifically provide that certain matter contained in them can be amended by a different process, then the amendment process will apply to all content. Note that lines 23-27 of p. 598 states that certain changes "may be presumed to have been included in the assembly's action..." I don't think changing from Roman to Arabic numerals can be presumed to have been included, nor is such a change necessary.

[Guest Guest]

So, are we saying that a formatting changes does required an amandment for changing of bylwas and a vote to be taken?

[Tim Wynn]

So, are we saying that a formatting changes does required an amandment for changing of bylwas and a vote to be taken?

Yes, a change to the bylaws must follow the process for amendment.

[Trina]

So, are we saying that a formatting changes does required an amandment for changing of bylwas and a vote to be taken?

The answer is 'yes', going by Mr. Honemann's explanation in posts #5 and #7, and by some of Mr. Wynn's comments. I'm persuaded that is what the book says (just not convinced that it actually makes sense... in a common sense sort of way )

[Trina]

As a follow-up question, would it be proper for the assembly (assuming they are following all requirements for bylaws amendment in terms of notice and required vote margin) to take care of the actual details of amendment by delegation? In other words, rather than voting on a detailed list of actual changes in the text, could the assembly vote on a description of the task -- e.g. to have all alpha designators such as 'a', 'b', 'c' converted to equivalent numerical symbols, i.e. '1', '2', '3' throughout the bylaws -- and then assign the task of implementing and proof-reading the changes to a committee formed for the purpose?

[Josh Martin]

As a follow-up question, would it be proper for the assembly (assuming they are following all requirements for bylaws amendment in terms of notice and required vote margin) to take care of the actual details of amendment by delegation?

Well, it depends on exactly what you mean by this. The motion you describe in your next question seems proper.

In other words, rather than voting on a detailed list of actual changes in the text, could the assembly vote on a description of the task -- e.g. to have all alpha designators such as 'a', 'b', 'c' converted to equivalent numerical symbols, i.e. '1', '2', '3' throughout the bylaws -- and then assign the task of implementing and proof-reading the changes to a committee formed for the purpose?

Yes, I think as long as the change is clearly indicated in such a manner, and it follows the proper amendment process, the details of implementation could be referred to the Secretary or to a committee.

[Sean Hunt]

Yes, I think as long as the change is clearly indicated in such a manner, and it follows the proper amendment process, the details of implementation could be referred to the Secretary or to a committee.

Agreed, so long as the result is unambiguous from the motion's text.

[Guest 5egkcu]

There should be a committee to go over the by laws and make all the correction, then present the changes to the members fro approval and vote.

[Josh Martin]

There should be a committee to go over the by laws and make all the correction, then present the changes to the members fro approval and vote.

Yes, that would work fine too. But when it's something as mechanical as changing the designations of articles and sections, doing it the other way around seems equally acceptable, provided the requirements in the Bylaws are followed.