Amending bylaws to conform with external change

[Guest Jim]

My professional membership association has bylaws that are subject to a couple of externalities:

 

1. We fall inside legislation that determines certain requirements, such as nonprofit societies'  members' rights to vote, and to access information, and minimum notice, and how bylaws are to be amended

 

2. Linkage to a national counterpart, to which my (provincial) association has rights if not requirements to elect or appoint representatives to offices and/or committees of the national counterpart.

 

Setting aside two complications:

• that societies often complicate matters by re-writing, into their bylaws, provisions defined elsewhere so as to not have to refer back to the external source (which may then change), and
• that my own society undertakes bylaws amendment proposals by mail (but are silent on how externally "mandated" changes are to be handled)​

… does RONR anywhere stipulate whether revisions that a board may believe necessary can be enacted independently of its membership?

 

For example, does it suffice for the board to communicate to its membership that "we are making the following changes to the bylaws because, in our view, these are required, and so we are not putting them to a vote of the membership because you can't vote against them anyway"?

 

Or would this be contrary to anything that RONR may require?

 

[Josh Martin]

… does RONR anywhere stipulate whether revisions that a board may believe necessary can be enacted independently of its membership?

 

For example, does it suffice for the board to communicate to its membership that "we are making the following changes to the bylaws because, in our view, these are required, and so we are not putting them to a vote of the membership because you can't vote against them anyway"?

 

Or would this be contrary to anything that RONR may require?

 

If the bylaws provide that the bylaws are amended by the general membership (which is generally the case), no rule in RONR would permit the board to make changes to the bylaws under any circumstances.

 

I would note, however, that if the organization's bylaws conflict with clearly requisite points in the bylaws or with procedural rules in applicable law (which I assume is where this is going), then the higher-level rules take precedence and the conflicting rules in the bylaws are null and void. Actually changing the society's bylaws, however, will still require the society to follow the appropriate procedures in the society's bylaws.

[Guest Jim]

So the step that is to be followed would more correctly include a cover letter (explanatory note, preamble etc) to the effect that

 

the changes are required to bring the bylaws into conformance ...

 

Nevertheless, the membership remains required to approve the change (… and so, unless you have good reason to believe we have made some error here, please cast your ballot so as to approve the changes).

 

and, following the above, the resolutions themselves, setting out the changes to be voted on by mail?

[Josh Martin]

So the step that is to be followed would more correctly include a cover letter (explanatory note, preamble etc) to the effect that

 

the changes are required to bring the bylaws into conformance ...

 

Nevertheless, the membership remains required to approve the change (… and so, unless you have good reason to believe we have made some error here, please cast your ballot so as to approve the changes).

 

and, following the above, the resolutions themselves, setting out the changes to be voted on by mail?

 

Sure, sounds good to me. In case there is any confusion, it may be prudent to explain that, since the changes are necessitated by changes in higher-level documents, the new rules will be in effect even if the membership does not approve the changes to the bylaws (unless, as you note, the board is mistaken about what those higher-level rules say).

 

In the long run, it would probably be prudent for the society to cease this practice of "re-writing, into their bylaws, provisions defined elsewhere so as to not have to refer back to the external source" so that you don't need to deal with such problems as often.