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Bylaw Changes


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Does Roberts Rules of Order give any direction in whether or not your organization needs to stay with your current bylaw outline or if the organization can rewrite the entire set of bylaws?

The organization can rewrite the entire set of Bylaws. This is called a revision. See RONR, 11th ed., pg. 593, lines 16-31.

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The organization may entirely rewrite bylaws and their outline, however that doesn't mean they should or if they should that they will do them justice.

If, for example, a society is a government board, there are most likely laws granting (and limiting) the authority of the board--new bylaws written by incompetent (but well meaning) board members, may conflict with relevant law.

If, for example, the society has a parent organization, take the Red Cross or the YMCA for example, a local chapter may have bylaws for that local society; however, their bylaws are subject to their parent organization and new bylaws should not be re-written to conflict with said parent organization. In the case of the Red Cross, they additionally have a congressional charter to be considered that local bylaws should not be re-written to conflict with said charter.

If, for example, an organization is a private corporation, perhaps non-profit, and "volunteer" board members are annoyed with some of the perceived restrictions in the current bylaws and they think re-writing the bylaws are a way to remove the annoying the restrictions--but, the well-intended (but naive) board member have re-written them in such a way as to violate fundamental parliamentary principles and local law.

The point? Get legal advice. . . and maybe a parliamentarian. ;)

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