Does this take a vote?

[Guest Ginny]

We have one annual meeting a year. Takes a 2/3 vote to change the bylaws. We don't want to change the bylaws, we want to organize the bylaws. Our club is 79 years old and the bylaws have just been added to here and there and there is no rhyme or reason to the organization any more.

If we take the bylaws and DO Not add or delete a single word but move things around so that everything about membership is found in a section titled Membership, and everything about election to the board is under Elections, and then DO add an index, or just have an index avaliable, is this a change to the bylaws that needs voted on?

Thanks

[Gary Novosielski]

Yes. Changing the order of something is changing something.

[Trina]

There's no guarantee that just shuffling sections around will not lead to some change in meaning or effect. Not likely, I'll concede, but such (even unintended) changes in meaning are possible. I think you will need to follow your bylaws amendment process. On the other hand, the type of change you suggest sounds uncontroversial -- shouldn't be hard to get the votes, should it?

RONR does say that:

'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. Any assembly may delegate its authority in this connection in a particular case by [etc.]' (RONR 11th ed. p. 598 l. 35 - p. 599 l. 4).

It sounds as though the changes you are proposing are probably more extensive than those that can be delegated, as per RONR.

[jstackpo]

Present the "new" (rearranged) bylaws as a "General Revision" - p. 593 - and it will require only one vote to adopt the bylaws in their new form.

This does open up the bylaws - the "new" ones - for amendment prior to the final vote, but so does the "one change at a time" method of amending the bylaws.

[Chris Harrison]

Yes. Even though you all may not think that just rearranging the wording to make things look more organized won't affect the meaning of any of the passages it is funny how often some ambiguity will suddenly develop when least expected. For example there is a vast difference from "the panda eats shoots and leaves" and "the panda eats, shoots, and leaves." The adding of those two commas cosmetic as they may seem changes the meaning of the sentence from describing the panda's dietary habits to one that has probable anger management issues.

However, if everyone is convinced that there won't be a problem there shouldn't be a problem with someone rearranging the bylaws to clear things up and then seek unanimous consent to adopt them as presented and then no one will object but if someone does object you will need to consider it like any normal bylaw amendment.

[Guest Ginny]

ok, thanks....that was what I thought...we are just 10 months away from the next meeting.

[jstackpo]

"just 10 months" ?

Sounds like you have plenty of time to do the rearranging, and get the (presumably) required notices out. Better start right away, however. Time flies when you are having fun -- and what can be more fun than messing around with bylaws?

I am willing to bet the farm that the group doing the rearranging absolutely WILL find a few "little" things in the bylaws that are crying out for "real" amendments.

When they do, be sure to point out these real amendments (even though you are presenting a "General Revision") just to be fair to the membership and keep them from thinking you are trying to pull a fast one.

[Guest Edgar]

It sounds as though the changes you are proposing are probably more extensive than those that can be delegated, as per RONR.

Perhaps probably, but not necessarily.

As I like to say, the map is not the territory. If a ("the"?) copy of the bylaws has been poorly edited (e.g. tacking on amendments at the end instead of incorporating them into the existing text), I'm not sure the secretary can't issue a new version in which everything is where it belongs.

That's not to say that an amendment adding some text to, say, Article IV, can simply be moved to Article V, so, as always, the devil is in the details. And, of course, formally adopting the changes would be the safer way to go. But I'd like to see the existing version compared with the proposed version (and, no, not here!) before deciding that what we have is not just a new map but new territory as well.

gbjfrm

[Trina]

Perhaps probably, but not necessarily.

As I like to say, the map is not the territory. If a ("the"?) copy of the bylaws has been poorly edited (e.g. tacking on amendments at the end instead of incorporating them into the existing text), I'm not sure the secretary can't issue a new version in which everything is where it belongs.

That's not to say that an amendment adding some text to, say, Article IV, can simply be moved to Article V, so, as always, the devil is in the details. And, of course, formally adopting the changes would be the safer way to go. But I'd like to see the existing version compared with the proposed version (and, no, not here!) before deciding that what we have is not just a new map but new territory as well.

gbjfrm

That's why I said 'probably' -- we here don't know for sure.

However... 'Any assembly may delegate its authority in this connection' (as previously cited) -- if the next meeting of the assembly in question is 10 months from now, the assembly can't do any delegating until that time either.