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Bylaw revison question


Guest Kiki

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We received the following notice on an upcoming bylaw revision:

We recommend that the Bylaws be revised and restated in full, instead of piecemeal amendments, as changes were needed throughout the Bylaws due to a variety of factors including the change in the fiscal year, changes in state law, etc. Many non-substantive or technical changes were made, including adding page numbers, more fully developing the table of contents, revising the section numbering system, using defined terms (capitalized terms), rearranging or moving some provisions (for example, moving some provisions to the Miscellaneous Article to have general applicability), updating terminology in accordance with the new Texas Business Organizations Code, and using bolding and headings.

What if I want to amend one of the proposed Bylaw changes at the meeting?

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Will I make this motion right after they make the motion to approve the revised Bylaws as a whole and before the vote?

One can only hope that the chair of the "bylaw meeting" will follow the procedure for considering a bylaw revision found in RONR p. 593 ff. Presuming he/she does, you make your motion to amend something when the part of the bylaws you are concerned with comes up for consideration.

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Will I make this motion right after they make the motion to approve the revised Bylaws as a whole and before the vote?

Who is 'they'? A motion is usually made by an individual.

Also, in the case of a bylaws revision, it is not generally advisable to vote on the whole thing right off the bat. Certainly no one can dictate to the assembly that they must vote on the whole thing immediately, foregoing debate and potential amendment.

'A revision of the bylaws or a lengthy amendment involving more than one section should be considered seriatim as described in 28.' (RONR 11th ed. p. 593 ll. 33-35). Also see section 28 (pp. 276-280). Consideration by paragraph (also called seriatim) means that each portion of the proposed revision is considered, debated, and possibly amended, in turn. After that is done, the entire document is open to amendment (in case members see the need for further tweaks and changes). Only after that is done is a final vote taken on the whole revision (as it now stands after any amendments made during the consideration seriatim process). If the final vote is in the affirmative, the revision replaces the existing bylaws. If the vote is in the negative, the existing bylaws remain as they are (and the revision, with all the work done on it, is down the drain).

Do you expect that the members will be told (by some 'powers that be') that amendments to the proposed revision are not allowed?

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What would be wrong would be if those "powers" are the only ones who claim they can suspend the rules and kill debate and amendment. It will require a 2/3 vote to suspend the rules like that.

I'm pointing out the obvious (obvious to us parliamentarians, anyway) just so that Kiki won't get confused.

I understand, John, but in post #4 Kiki tells us the very legitimate motion will be made. No mention of dictating anything. That's all. If they do what she says in post #4 and puts the motion to a vote (2/3 required as you noted) then it's perfectly proper. If it fails, Kiki and her allies can begin offering amendments to the proposed revision during seriatim consideration as you all have mentioned.

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Maybe I am confused, but the "legitimate motion" of #4 appears just to be the motion to adopt the revision. A proper first step to make the revision the pending (main) motion.

Once that motion is made, then the seriatim consideration of the parts can begin. It would take another motion (Suspend the rules and go to the vote, or Previous Question - same effect if adopted) to prevent Kiki from offering her amendment(s).

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Thank you all very much, this has been very usefull. After reading all your suggestions, I called today and asked if they were going to motion to adopt the revised Bylaws as a whole and they said they were going to take a vote on how we want it done, whole or parts. Now I just need to muster up enough votes to get it in parts. Thank you all again!

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The meeting went well, out of courtesy I emailed my 3 motions to the chairman the day before the meeting and when I arrived at the meeting, was told they wanted to speak to me, I was told that my proposed amendments were out of the scope of the revised bylaws and that they were going to disallow all of them. I told them I was going to appeal the decision of the chair because in a total bylaw revision everything is open to amendments and they said OK. Well they did and I did but I didn't get the votes to overturn the decision so the motion failed. I withdrew my 2nd motion because time was ticking and my most important motion was coming up in the next section. When I made my final motion I was waiting for them to disallow it for being out of the scope but for some reason they didn't and it passed.

Was it correct that they could disallow amendments to a total bylaw revision because they felt they were not within the scope of the new bylaws?

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The Chair disallowed my amendment because the chair said my amendment was not within the scope of a total bylaw revision.

There is no scope when notice of a revision has been given. But that assumes there's agreement on the use of the magic word.

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The Chair disallowed my amendment because the chair said my amendment was not within the scope of a total bylaw revision.

Nope, the Chair was wrong. However, it's in the past.

If you wish to educate the Chair, have him/her read RONR (11th ed.) p 593 on GENERAL REVISIONS:

'Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it.' And so forth.

Looking back over this thread, I apologize that no one directed you specifically to this citation prior to your meeting -- maybe an actual reference to language in RONR would have helped convince the Chair and others of the proper process (or, maybe not).

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Then I guess I should have done a Parliamentary Inquiry instead of an Appeal Decision of the Chair. Thank you again for all your help, I just don't practice this enough to keep it up so all the pointers helped. At least I got in the amendment I felt was the most important.

I believe the Chair will be receiving an email from me with this RONR citation. ;)

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"I believe the Chair will be receiving an email from me with this RONR citation. ;) "

Good; let us know if he/she says anything.

Of if you feel kindly, get him/her a copy of

RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening.

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