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Required reading of complete proposed bylaw revisions


Guest Ann Lacey

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The question: At a general meeting, when considering a vote to approve/reject proposed bylaw changes which qualify as a “revision” due to extensive changes, is it required to read the complete bylaws aloud before a vote can be taken, or is this required only if a member requests it?

In compliance with our bylaws, a complete copy of the bylaws with the proposed changes highlighted in red, and annotations in the margins explaining the reason for each change, was sent to each member either by e-mail or US mail more than a month before the meeting at which it will be considered.

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The question: At a general meeting, when considering a vote to approve/reject proposed bylaw changes which qualify as a “revision” due to extensive changes, is it required to read the complete bylaws aloud before a vote can be taken, or is this required only if a member requests it?

In compliance with our bylaws, a complete copy of the bylaws with the proposed changes highlighted in red, and annotations in the margins explaining the reason for each change, was sent to each member either by e-mail or US mail more than a month before the meeting at which it will be considered.

A revision is simply a substitution of an entirely new set of bylaws.

"A revision of bylaws or a lengthy amendment involving more than one section should be considered seriatim…" - RONR (11th ed.), p. 593, ll. 33-35.

If no one objects, the adoption could be effected by unanimous consent without a reading. However, as George has mentioned, "When any paper is laid before the assembly for action, it is a right of every member that it be read once; and, if there is any debate or amendment, that it be read again before members are asked to vote on it." - RONR (11th ed.), p. 299, ll. 4-8.

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A revision is simply a substitution of an entirely new set of bylaws.

Following notice of a revision, the bylaws may end up looking substantially like they did before.

Conversely, following notice of specific, but extensive proposed amendments, the bylaws may end up looking quite different than they did before.

It is not the extent of the proposed amendments that "qualifies" them as a revision.

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Following notice of a revision, the bylaws may end up looking substantially like they did before.

Conversely, following notice of specific, but extensive proposed amendments, the bylaws may end up looking quite different than they did before.

It is not the extent of the proposed amendments that "qualifies" them as a revision.

RONR defines a revision the same way I did. See RONR (11th ed.), p. 593, ll. 16-19. That revision can amount to a net difference of one letter or one comma, but it's a revision if an entirely new set of bylaws is substituted.

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